Spider-Man Z
by Spidey108
Summary: Peter Parker tried to be a Superhero after his Uncles Death but his Aunt May died of a Heart Attack while he was out being Spider-Man, now going to New Townsville to live with his only living relative Professor Utonium, Peter has no idea what's in store for him. Rated T for now.
1. Chapter 1: Just Another Day

**First off I was asked by a friend to do this crossover and I was interested in the idea of the PPG actually being an Anime... And then I saw it.**

** All I could think was WHAT THE HELL HAPPENED?!**

** They took one of my favorite Childhood shows and disorted it... I mean I love some of the twists like the girls not being related as well as Ken and Poochie but I think it was the weapons that ruined it.**

** I mean the hammer is good but the Yoyo and the Bubblewand?!**

** So I made some changes to let them keep their original powers, no weapons, but they still have to transform to access them.**

** That way they have an achilles heel and aren't too overpowered.**

** I'm also changing the Marvel world to where there will be Anime qualities.**

** Now that my little rant is out of the way, I hope that you will enjoy this story.**

_**Chapter 01: Just Another Day.**_

Peter Benjamin Parker, a brunette fifteen year old teenager wearng a light brown jacket that was unzipped to show a blue shortsleeved shirt and blue jeans, sighed as he got out of a Taxi to see a white building that he assumed was where he was going to be living for the next few years.

You see, Peter Parker isn't a normal teenager. Not since he was bit by the radioactive spider during a class field trip to a company called Oscorp and he gained the powers to do what a spider could do.

He could stick to walls, perform acrobatic feats that would make an Olympic Gymnastic green with envy, he can lift up to ten tons and he could detect danger.

Peter admits that he may have been a bit of a jerk since obtaining them and showed off by getting into a fight with his childhood tormentor Eugene 'Flash' Thompson, a blonde football jock that always figured messing with him was the best part of the day.

He used his enhanced strength and his danger-sense to win the fight and humiliate him as payback.

But he accidently broke Flash's arm to which the Thompson's began to sue Peter's family, so he put on a mask and won a wrestling competition to pay for the bill, while saying that he got a part-time job.

As time went on with his wrestling career, his family which consisted of his Uncle Ben and Aunt May, began to worry with what this job entailed due to the bruises that Peter obtained from the wrestling fights and with how his grades were dropping.

In the end he blew up on them and ran away before seeing a crime being committed, but thinking it wasn't his problem he ignored it.

A few minutes later, the same criminal broke into the Parker Home and shot his Uncle, killing him.

In a fit of rage, Peter went after the mugger only to stop when he realized that it was the same guy he could've stopped earlier.

He wanted to kill the man, but a vigilante from Hell's Kitchen stopped him, telling him that killing the man wouldn't bring his Uncle back.

It was then that Peter realized that with Great Power comes Great Responsibility and he knew that he was to blame because if he did something, if he was more responsible then his Uncle would still be alive.

Then he spent two months fighting muggers and criminals as Spider-Man, a masked superhero meeting the teams like the Avengers and the Fantastic Four in New York, before a his Aunt May had a heart attack as he was fighting a guy called the Doctor Octopus 'Doc Ock' and she died before he got home.

And now he was going to be living with a cousin of his Mom who went by the name of Professor Utoniom in a place called New Townsville.

The fact that this guy was a scientist made Peter smile, but he wasn't sure if this was a good idea or not.

True, by going to this New Townsville he has a chance at a new start... The downside was that it was in Japan and he didn't know Japanese!

The only thing he knew was 'Hello', 'Good-bye' and 'Where can I find the Bathroom?'

The hardest part was saying good-bye to Gwen Stacy and Harry Osborn his two childhood friends and to realize he had to start new without any friends whatsoever.

Breaking out of his thoughts, Peter saw a white truck driving up to the house and out jumped three adults, a kid, a dog, two teenage girls and-... Was that a green faced monkey wearing a cape, a metal helmet strapped to a medical stretcher?

The adults one was a black haired man in a lab coat, the kid looked like a minature version of him, there was a round man with white hair and a blonde woman whose face was hidden from view due to the notepad in her face.

Then the two teenage girls, wore a skirt with a sleevless shirt and a vest, dressing identical. The only differences were that the red head wore pink and the blonde wore blue.

"Sate sate, watashitachiha watashi ni isoide suruhitsuyōgāru kenkyūshitsu-. (_**Alright, we need to hurry to my lab-.**_)" The tall man began before trailing off when he saw Peter.

"Uh... Konichuwa. (_**Hi.**_)" Peter said with a nervous wave. "I'm Peter Parker."

"Ē to... Kore wa daredesu ka? (_**Um... Who's this?**_)" The red head asked in confusion.

The tall man did a face palm. "Watashi wa watashi no itoko no musuko ga watashitachi to issho ni kurasu tame ni kite ita wasurete imashita. (_**I forgot my cousin's son was coming to live with us.**_)"

"Itoko no musuko? (_**Cousin's son?**_)" The blonde asked in confusion.

"Shōshōomachikudasai. (_**Hold on.**_)" The man looked at Peter and said as much as he could in English. "Explain later."

Peter just nodded as he followed them in before he stared as the teenage girls were on a table being scanned before the man approached him and handed him an ear piece.

"Chōdo anata no mimi ni irete. (_**Just put this in your ear.**_)" The man explained before he sweat-dropped when Peter looked at him blankly, so he mimed putting into his ear.

"Alright." Peter muttered as he did so, before the man spoke.

"Can you understand me now?"

Peter gave a start. "Did you just speak English?" He asked in confusion.

The man chuckled. "No." He said confusing Peter. "I just gave you a prototype translator that translates Japanese to English and vice versa."

"W-What?" Peter was shocked by that.

"It's like this Peter." The man sat down. "When I heard you were coming to live with my son Ken and I, I was told that you didn't know Japanese so I worked on it, it's not perfect but it'll work as long as it's in your ear and you speak through it."

"T-That's incredible." Peter remarked touching it before he caught what the man said. "So you're Professor Utonium?"

Prof. Utonium smiled. "Yes and I'm sorry for your loss. I knew May and Ben very well growing up, but I was so caught up in my work here that I didn't keep in as good contact that I should've."

"R-Right." Peter said before looking back towards the table. "So, what exactly is going on here?"

"Uh well..." Prof. Utonium chuckled nervously. "My son Ken and I-." He pointed to the kid, that Peter thought was called the 'Mini-Me' of Prof. Utonium for a second, who waved. "Were studying a chemical that we accidently created called Chemical Z and we accidently unleashed it into the air to where there were some white Z-lights and black ones."

"Uh... Does this by chance explain the monkey?" Peter asked with a raised eyebrow.

"Yes, but it gave these teenage girls powers as well." Peter stiffened up as he heard that and it went unnoticed by the Professor.

'_Powers?_' Peter thought trying not to freak out. '_If that's true then they're like me... Oh hell._'

"Yeah." Ken spoke up as he approached them. "The white lights hit these two while the black one hit a monkey at a zoo."

"Um aren't Chemicals bad for you?" The blonde girl asked curiously as everyone gave her a deadpanned look.

"Oooookaaaaay." Peter said to break the awkward silence. "So you have two teenage girls with superpowers here as well as an evil monkey... There's a Planet of the Apes Joke just waiting to be told."

Ken and the girls chuckled while Prof. Utonium rubbed the back of his head sheepishly.

"Well the tests are done, so you girls can get up." Prof. Utonium told them before looking at Peter. "I'll be right back."

As he left, Peter looked over to see the girls looking at him and he felt like he was on a display case. "Is there something on my face?" Peter asked reaching up to rub his face.

"So you're related to this Professor guy?" The blonde girl asked curiously.

"I guess so." Peter shrugged. "I only learned about him a few days ago."

"So what do you think of Japan so far, Peter?" Ken asked curiously. "It must be strange compared to New York-."

"You're from New York?!" The red head asked with an excited gleam in her eyes, scaring Peter.

"Y-Yeah?"

"Oh man, have you ever seen the Fantastic Four or the Avengers? Heck even Spider-Man!" The red head asked with rapid excitement. "It must be so amazing to have lived in a city full of heroes!"

"Not really, the only guy I've ever saw was Daredevil over in Hell's Kitchen." Peter replied dryly referring to the guy who talked him out of killing his Uncle's murderer.

"Daredevil?" The red head asked in confusion. "I never heard of him."

"A guy with no powers using martial arts to fight criminals in New York." Peter explained with a nod. "At least I think he has no powers, there are rumors of him having heightened senses. But you have to be from New York to have heard of him."

"That sounds like fun." The blonde said with a smile.

Peter chuckled. "Thanks-." Then he frowned. "What are your names anyway?"

"Oh I'm Momoko Akatsutsumi!" The red head said with a smile.

"And I'm Miyako Gotokuji." The blonde answered.

"You already know me as Ken Utonium and this is Poochie." Ken pointed to the dog.

"Hello." The dog said making Peter stare.

"He got hit by a Z-Ray as well." Ken answered Peter's unasked question.

"That is just weird." Peter said before Professor Utonium came back with a bowl of snacks.

"Here, you all must be hungry."

"Oh, my favorite!" Momoko reached over and grabbed a few chocolate bars and Miyako grabbed a drink.

Peter shrugged and grabbed a small candy bar as Prof. Utonium spoke up. "Now our results conincide with our initial hypothesis and the Z-Ray messed with your molecular structure." Prof. Utonium said looking up from the Notepad. "You two aren't little girls anymore, from now on you're Powerpuffs."

"Powerpuff huh?" Momoko ate her chocolote bar. "Pretty cool name."

"It is?" Peter asked with a raised eyebrow before Miyako gasped.

"Are you okay?" Ken asked in concern.

"Oh I'm alright." Miyako confirmed with a giggle. "You see at first I thought that all I got was this cute little dress." She did a twirl. "Now you're saying that I have superpowers."

Ken and Momoko stared at her in disbelief while Peter coughed to hide the laugh that threatened to escape.

"But what if I don't like them?" Miyako suddenly asked. "How do I change back?"

"We uh... Don't know." No sooner did Prof. Utonium said that did Momoko and Miyako's face fall. "But don't worry, I already have a theory. Poochie!"

Poochie looked over from where he was watching the monkey. "Yeah?"

"You were hit by the white Z-Rays so I believe that you're important to this."

"Wait so you're saying that there's a connection?" Peter asked feeling his scientific side come out.

"Oh I get it." Ken said with a smile. "It's because it was White Z-Rays and since all of them were hit, they should be connected."

"Exactly." Prof. Utonium said with a nod while Peter chuckled.

"Wow, I'm not even here for five minutes and something happens." Peter said outloud.

0-0-0-0-0-0-0-0-0-0-0

In a few minutes Poochie was on a table as the Professor tried to do some tests to find answers with the round man that was actually the mayor of New Townsville and the blone woman who's face was still hidden was called Ms. Bellum.

While that was going on, Peter couldn't help but shake his head as Momoko and Miyako were fooling around with their powers showing that they could fly.

'_They can fly and all I do is stick to walls._' Peter sighed in disappointment before he heard a voice behind him.

"Who would've thought that such innocent girls got these powers." Turning to see the Mayor, Peter answered.

"You're taking this a lot better than how people in New York would've taken it." Peter remarked.

"Mr. Mayor, appearances can be decieving." Ms. Bellum answered before turning to Peter who was trying to see her face, but her notepad still kept it hidden. "And we're pretty open-minded in New Townsville."

"I guess I can accept that." Peter muttered before his Spider-Sense went off as the monkey woke up due to Momoko and Miyako bursting a snot bubble he was making, scaring him awake as he looked around frantically, before realizing he was tied up.

"You again?! I am Mojo Jojo and I will not go back to the Zoo!" The Monkey ranted as Peter shook his head.

"Harry and Gwen will not believe this." Peter said dryly.

"Relax, the Professor just wants to examine you." Momoko told him.

Mojo Jojo just gave her a blank look. "I'm not into Animal Testing."

"Then you shouldn't have stolen that candy." Momoko said gaining a look from Peter.

"Hold up." He said gaining everyone's attention. "He stole candy? That's what this is about?" He asked, his voice laced with disbelief. "Seriously?"

"He also said he was going to take over the world and he let animals loose in a zoo before causing minor property damage." Ken pointed out. "And then attempted murder on Momoko and Miyoko."

"Oh... Then carry on." Peter backed up.

"Now hand it over." Momoko held out her hand before Mojo Jojo started whistling. "Y-You ate it?"

"So what if I did?" Mojo Jojo said with a scoff. "You think I would share them with a smelly human like you."

"Uh... So this guy is seriously the great evil here?" Peter began to laugh.

"What is so funny smelly human?!" Mojo Jojo glared at Peter.

"You wouldn't last five seconds against people like Magneto, Loki and Dr. Doom." Peter wiped a tear from his eyes. "Now those are villains compared to this."

"He does have a point." Ken remarked remembering the News Footage of them.

"Aren't we lucky." The Mayor said as Mojo Jojo stared at them in shock that there were humans more evil than he was.

"Who?" Miyoko asked earning a few looks.

"Aha!" Prof. Utonium said causing everyone to look at him. "Girls I think we made a breakthrough."

As everyone followed Utonium, Ken looked back. "Poochie, keep an eye on the monkey."

"Sure."

"I'll stay too." Peter offered with a smile.

"You sure?" Momoko asked eyeing Mojo with dislike.

"He's tied up." Peter shrugged. '_Plus I can handle myself._'

As they left he looked at Mojo who was glaring at him.

"If your sore at the whole lame villain crack get over it." Peter remarked dryly as he sat down. "You stole freaking candy. Most people steal money or try to take over the world."

"That's what I'm going to do!" Mojo protested.

"So he says." Poochie muttered.

"You got that right." Peter found it weird at how used he was to speaking to both a monkey and a dog before Momoko's voice came through the door.

"No I feel fine, so what am I supposed to do now?"

Peter blinked. "Alright now I'm curious." He said before he saw Mojo slinking towards the door to listen in.

"You don't understand, I want to be a superhero! I want to be able to fly and have superpowers."

"Seriously?" Peter felt his eye twitch before deciding that it would probably be a good idea to tell them about what his Uncle told him about power.

"And one more thing, I think I speak for Miyako and I both when I say that these outfits suited us, so you better change us back."

"**THEY WANT TO STEAL MY POWERS?!**" Mojo started to slink off quickly. "**I DON'T WANT TO BE NORMAL-!**"

"I don't think so." Peter quickly sat on him. "Sorry but if you didn't cause any panic I would feel sympathetic to you."

Then Prof. Utonium's voice called through the door. "Poochie."

"Coming." As Poochie took off, Peter whistled as he kept sitting on Mojo.

"Get off of me Smelly Human!" Mojo managed to knock Peter off of him as he broke out of the ropes.

"Oh no you don't." Peter tackled Mojo using his enhanced strength. "Not happening you darned stinking ape." He mentally chuckled at the reference before Mojo threw Peter up, to where he used his adhesive powers to stick to the ceiling on instinct.

Mojo stared. "Do all smelly humans have powers?" He asked curiously.

"Uh..." Peter just jumped off and kicked Mojo before the monkey threw him through the door where everyone was and he hit the wall. "Gah, I'm going to feel that in the morning."

"Peter are you alright?" Prof. Utonium helped him up as Momoko and Miyako flew at Mojo Jojo.

"I thought they lost their powers." Peter muttered dazed as he remembered Momoko yelling earlier.

"Uh well, it turns out that Poochie is able to help them change back and forth." Ken answered.

"None of you three powered smelly humans can catch Mojo Jojo!" Mojo shouted as he jumped out the window being followed by Momoko and Miyako.

"Three?" The Mayor asked in confusion.

"He probably means two." Peter lied quickly. "After all he was just a normal monkey this morning, so three could mean two for him."

Ken and Prof. Utonium gave him a look that clearly said they didn't buy it while the Mayor and Ms. Bellum went into the other room.

"Hey what's with the looks." Peter asked cautiously.

"Do you mind if we look to see if any Z-Ray's hit you?" Prof. Utonium asked causing Peter to pale.

"Nope, none did." Peter said nervously hoping they wouldn't find out about his spider DNA. "I mean I would've said something when I heard the story."

"He does have a point, Dad." Ken replied before looking at Peter. "Still, he clearly said three."

"**YOU!**" A new voice caused all three of them to spin around to see a black haired girl with the same outfit as Momoko and Miyako but in green while Momoko was now wearing a white shirt with red sleeves and a yellow heart on the front as well as blue shorts while Miyako was now wearing a white shirt and a blue skirt.

"Excuse me?" Prof. Utonium asked before the new girl lifted him up with little effort, scaring him and making him forget about the earlier conversation entirely.

"**YOU DID THIS TO ME!**" She shouted indicating the skirt. "**WHATEVER YOU DID TO ME, YOU BETTER UNDO IT!**"

Even Peter was a little intimidated, despite his powers.

"Look, we're really sorry." Prof. Utonium told her nervously.

"But if we're being honest it does look good on you." Ken said with the same nervousness.

"He's right." Momoko confirmed.

Miyako nodded. "What do you think Peter?"

Peter sweat-dropped as his Spider-Sense was screaming at him to shut the hell up for once. "I think I'm interested in living." He said backing away.

The girl nodded. "Smart." She said because she would've hit him if he agreed.

0-0-0-0-0-0-0-0-0-0-0

Five minutes later the Professor and Ken were using the machine to turn the girl, that they now knew was named Kaoru Matsubara, back to normal.

Momoko was eating a bag of chips she got from who knows where before she offered some to Miyako and Peter.

"No thanks." Peter declined gently as Miyako accepted.

Then in a flash of light, Kaoru was now wearing a yellow shirt, green shorts and a green baseball cap. "Now this is what I'm talking about!" She said running around. "I can move a lot more freely in this."

"I don't know." Momoko said with a shrug. "I think the last one was cuter."

"Way cuter." Miyako agreed getting a look from Kaoru.

Peter shrugged, not wanting to get in the middle of this. "Hey Professor, do you mind telling me where my room is? I need to unpack my stuff."

"It's upstairs to the right." Professor Utonium told Peter before chuckling. "Ken and I will help you later."

"No it's alright." Peter said nervously not wanting his Spider-Man suit, the one that he used for wrestling and superheroing, to be found along with his web shooters in his bags. "I can handle that myself."

While he was talking, Peter noticed the three girls talking as they sat on the couch.

"So what's this idea about being superheroes?" Kaoru asked curiously as she ate some chips.

"First we transform and then we save the day." Miyako said with a smile.

Momoko nodded as she stood up. "Yeah, Chemical Z gave us miraculous superpowers! From this day forth we'll protect New Townsville with truth and justice! I'm Blossom the Red Powerpuff Girl!"

"And I'm Bubbles the blue Powerpuff Girl!" Miyako jumped up in excitement. "I wear this very cute dress that is the perfect shade of blue, and protect New Townsville too."

"Then I guess I'm Buttercup the Green Powerpuff and-." Then Karou's eyes widened. "**AND I HAVE TO WEAR A SKIRT?! A STUPID SKIRT?!**"

"Blossom, Bubbles and Buttercup?" Peter asked earning a look because they didn't realize he was listening in. "Those are going to be your guys superhero names?"

"And who asked you smart guy?" Karou asked in anger.

"I'm not trying to be offensive." Peter said holding up his hands in surrender. "I'm just saying, it's kind of strange."

"But it is our names." Miyako said with a laugh. "So we can choose."

"True." Peter muttered.

"And we'll be superheroes." Momoko had a starstrucked look in her eyes. "Maybe someday we can meet the Avengers-."

"Whoa!" Peter had an annoyed look. "Do you honestly think this is all fun and games? People can and will die!"

"Tch, like you know anything." Karou scoffed as Peter clenched his fist.

"Karou." Momoko gave her a look before looking at Peter. "Of course we're not treating this like a game, I'm just excited to have superpowers!"

"It is pretty cool." Miyako agreed with a nod. "Just like how Karou is at Tennis and Soccer."

"Wait, you know me?" Karou asked in shock.

"Of course, silly." Miyako giggled at Karou's face. "You're the most athletic girl in the school and I kind of look up to you."

"You do?" Karou was still shocked.

"Well, I don't know Karou, but I know Miyako." Momoko said with a sly grin as she gently elbowed Miyako. "Her locker is always overflowing with love notes and gifts so she's easily the most popular girl in the school, I'm kind of jealous."

"So wait, if you know me and I know Karou then that means we go to the same school, does that sound right?" Miyako asked curiously, causing Momoko and Karou's face to fall.

"It's pretty obvious, Miyako." Peter said dryly already seeing that these three will stay away from him when he starts going to school, considering how ones athletic and the other is popular.

"Look I know Momoko, she's all obsessed with comic books and the superheroes of New York and I've seen Miyako around... But I never seen Peter around... Man that's a weird name."

"I'm from New York." Peter deadpanned. "Just came to live with-... I guess that Professor Utonium is my Uncle."

"So why did you move from New York anyways?" Momoko asked before the three girls notice Peter stiffen up.

"No reason." He said a little too quickly. "But I think I'll be going to the same school you three will be going too."

"So we can start hanging out." Momoko decided with a smile. "After all we're already friends."

"We are?" Peter and Karou questioned in confusion.

'_No way am I friends with them._' Karou thought with narrowed eyes. '_They're too girly and this brunette seems to nerdy for me to hang with._'

'_I've only known them for two hours and Karou for ten minutes._' Peter thought in confusion. '_How exactly are we friends?_'

"It must've been fate that brought us together." Miyako stated as she and Momoko brought Karou and Peter into a hug.

"The perfect team." Momoko said with a laugh.

"Let me go!" Karou protested while Peter was red in the face being in a hug with three girls.

... He's a teenager, cut him some slack.

"It's nice to see you getting along." The Mayor walked out with a smile.

"So who's the old dude?" Karou asked in annoyance.

"Um, he looks familiar." Momoko muttered as Miyako nodded.

"Yeah."

Professor Utonium and Ken panicked. "Please girls, show some respect."

"He's a very important person."

"Like a Pharmacist?" Karou asked and Peter suppressed a smile at the image.

Momoko shook her head. "Or a Groceror?" By that point Peter's shoulders were shaking.

"He's a hairdresser!" Miyako decided and Peter finally lost it and busted out laughing.

"What's so funny?" Karou asked as Peter kept laughing.

"He's the Mayor." Peter managed to get out.

The Mayor looked like his pride took a hit. "Now as you know, you girls possess amazing superpowers so I would like to invite you to be the official protectors of New Townsville, now what do you say to that?"

"Okay." Momoko and Miyako agreed quickly.

Karou stuck out her tongue. "No way."

Peter rolled his eyes and left to go unpack as everyone looked at Karou in shock.

0-0-0-0-0-0-0-0-0-0-0

Peter hasn't spent five minutes in his room and he was just pulling the Spider-Man outfit to put away when his door opened and Poochie ran in and jumped on him, knocking him to the floor.

"What the hell?" Peter asked picking himself up to hold Poochie.

"I'm not here!" Poochie jumped into his suitcase.

"**WHERE IS THAT MUTT?!**" Karou appeared in a green blur in her costume. "I'll pulverize him!"

Looking around, Karou saw Poochie's tail sticking out of Peter's suitcase, so she lunged only for Peter to grab the dog and do a flip over Karou and he knew he could explain that due to adrenaline and say that he took gymnastics as a kid.

Karou looked surprised before she narrowed her eyes. "Hand over the mutt!"

Peter looked from her to Poochie who was shivering. "Now, I'm sure we can settle this calmly-!"

"Karou!" Momoko and Miyako flew in before Momoko's eyes fell to the floor and following her gaze, Peter grimaced when he saw his Spider-Man outfit still out.

"Uh... I can explain?" Peter tried to say before Momoko flew around him.

"Y-You're a superhero too Peter?!" Momoko asked looking excited. "This is perfect! You can join our team as well!"

"He is?" Miyako asked as she picked up the costume.

"That explains the reflex." Karou muttered before Peter snatched the outfit out of Miyako's hand.

"No, I'm not a superhero!" Peter said venomously. "Hell, I'm planning to burn this damned costume!"

"But why?" Miyako asked curiously.

"She's right, why would anyone not want to be a superhero?" Momoko asked still not over the fact that she knows an actual superhero. "You're Spider-Man, a hero from America!"

"Funny, I was aware that people called me a menace." Peter said dryly remembering how the city treated him and how the cops shot at him for just trying to help.

"What do these do?" Karou picked a web shooter off the floor and pressed the button, causing a strand of webbing to shoot out and hit Poochie in the face. "Cool."

"Way to sticky." Poochie complained.

"Give me that!" Peter snatched the web shooter and stuffed it and his costume into his bag. "Now please leave me alone! I'm not going to be a superhero and I'll deny all of this if you try to tell Uncle Utonium." He said pushing them out of his room before slamming the door shut.

"Jerk." Karou stuck her tongue out as the door was closed while they walked back to the lab. "Him, a superhero? As if."

"So, who's Spider-Man anyways?" Miyako asked not having paid attention to stuff outside of Japan.

"He's a Superhero who fought muggers in New York." Momoko explained with the same excitement that was used whenever she talked about heroes. "People don't really like him back there, but he's pretty cool for doing the lone hero stuff. He even took on a guy who could fly as well as a serial killer, a guy made completely out of electricity and a scientist with four mechanical arms! And it's our job as the Powerpuff Girls to bring him back!"

"What?" Karou looked at Momoko like she just grew a second head. "Hold up, why are we doing this?"

"Because, by doing so we'll have a fourth memeber of the team and he has experience as a hero already!" Momoko stated with a smile. "Plus it wouldn't feel right to leave him out of this since he helped out with Mojo Jojo already."

"Momoko has a point." Miyako said.

"You're crazy." Karou decided with a nod. "He already said that he doesn't want to do this... Ah what the hell, I'm in. At least I'll be able to annoy him in the process.

0-0-0-0-0-0-0-0-0-0-0

Peter laid on his bed later that night thinking about the day he had so far.

He met three teenage girls who are now superheroes, but they had conditions to hang out at the lab whenever they pleased which meant that he'll be seeing them more often than he liked.

'_Maybe if I get a job away from the lab I won't be bothered by them._' Peter thought before sighing. '_No, if the ol' Parker luck still works then it won't work._'

There was also the fact that Professor Utonium also had him signed up for school, the exact same school where the girls were going too.

Peter sighed. "Well I bet that old horn head or match stick would be surprised to hear the mess I'm in right now... Old Match stick might actually say that I'm a lucky bastard."

Chuckling to himself, Peter rolled over to go to sleep.

0-0-0-0-0-0-0-0-0-0-0

Walking up to the Jr. High School, Peter suddenly found his arms locked between Momoko and Miyako. "Wha?"

"Morning." Momoko greeted happily as she and Miyako dragged him through the school and some of the boys were staring at him in shock, reminding Peter that Miyako was the most popular girl.

'_Great, I might be a target now due to uneeded jealousy._' Peter's eye twitched.

"How are you doing?" Miyako asked as Peter tried to free himself.

'_I don't like this._' Peter thought randomly before frowning. "What do you two want?"

"What makes you think we want anything?" Momoko asked innocently.

Miyako nodded. "It's not like we want you to join the team."

Momoko just gave her a look. "Way to be subtle."

"Thanks."

Peter sighed. "Look, I'm not being Spider-Man again so please just drop it." He muttered.

"Come on, be happy!" Momoko said not hearing his request. "We have superpowers-."

Peter managed to free himself and cover her mouth. "And you talked about being sublte. Don't announce our powers!" He hissed through clenched teeth.

"But it's true." Miyako said not getting why Peter was worked up.

'I'm going to go crazy.' Peter decided as he pulled his hand away from Momoko's mouth to see her look annoyed. "Unlike you two I don't want to be a superhero!"

"Why not?" Momoko asked and Peter finally snapped.

"Because it can get people close to you killed." He said in anger causing Momoko and Miyako to back up. "Now leave me alone!"

As he stormed off, Karou walked up to the school, getting off her skateboard. "So what did I miss?" She asked the shellshocked Momoko.

0-0-0-0-0-0-0-0-0-0-0

Peter now thinks that some divine force hates him as the class schedule was redone to where he was in the same class as the girls.

0-0-0-0-0-0-0-0-0-0-0

Meanwhile in the Mayor's office. "Your brother was helpful, Mr. Mayor." Ms. Bellum told him. "He rearranged the girls classes to where they will be in the same class all day so they can learn to get along."

"Perfect." Mr. Mayor said with a smile.

0-0-0-0-0-0-0-0-0-0-0

'_Yup, some divine force._' Peter thought before he noticed Momoko and Miyako sitting next to him while Karou was a few rows away.

"Um... Sorry about earlier." Momoko apologized with a sheepish look. "I guess that I got caught up in you being a hero in America that I wasn't listening."

Peter ignored her before he sighed. "It's fine." He muttered hoping that this meant that they would drop it.

"Man when's lunch?" Karou spoke up as her stomach growled.

"It's only second period." Miyako stated.

Peter rolled his eyes before he saw a bunch of kids talking about the incident yesterday and wanting the truth to be known, Momoko was about to reveal herself as the girl from the otherday before Miyako and Karou grabbed her and ran out the door with her, causing Peter to do a face palm.

"That's not suspicious at all." Peter muttered in disdain before someone stopped in front of him and he looked up to see a clone of Flash Thompson. '_Oh you have to be kidding me._'

"So you're the punk that's getting cozy with Miyako." The Flash clone cracked his knuckles as Peter held his hand up in a peaceful gesture.

"I'm not doing anything!" Peter protested. "I just want to be left alone-." He was cut off as the Flash Clone picked him up.

"Just stay away from her." He said in his face. "Or there will be trouble."

With that he dropped Peter back onto his seat and walked off.

'_God... Why do you hate me?_' Peter asked with anime tears streaming down his face.

0-0-0-0-0-0-0-0-0-0-0

As the lunch bell rang, Peter looked around the hallway to see that Momoko and Miyako were gone so he went to walk out only for them to appear out of nowhere and drag him off, despite his protests so now he was sitting at a table with them and he could see that Karou was annoyed as well.

"Who said that we were eating lunch together?" Karou demanded.

"We did." Momoko and Miyako said in perfect synch, creeping Peter out.

"You do realize that this is kidnapping, right?" Peter asked since he was dragged against his will, he couldn't even break out with his spider strength.

"Check it out." Momoko pulled out her lunch. "It's my favorite, Mr. Octopus dogs!"

Peter stared at the weird lunch wondering what the hell was happening before Miyako pulled her's out.

"I got my favorite too, meatballs!"

Rolling her eyes, Karou pulled hers out, deciding to try and get along with them. "Check out what I got, leftover bacon and eggs!"

"What about you, Peter-?" Momoko turned to see him edging his chair away from them.

"Just let him be." Karou muttered eating her lunch. "He obviously doesn't want to hang with us."

"I wonder why?" Miyako looked curious. "A lot of people want to hang out with me."

"Maybe he just wants to get used to our culture." Momoko decided with a smile. "After all things are different in America."

Sitting far away to eat, Peter stopped when his spider sense went off before a hand grabbed him and pulled him into the broom closet that was behind him.

"I warned you." The Flash clone said before Peter was punched in the face.

"Dude, trying to avoid them is like trying to avoid New York traffic." Peter muttered before he was punched again in the stomach.

'_I wish I could beat this guy up._' Peter thought as he didn't fight back knowing that if he used his powers, it would be a misuse and there could be a repeat of the incident where the Thompson family sued his.

After two minutes, Peter was bruised as he laid on the floor in pain.

"Next time there will be more." The Flash clone left as Peter stood up.

"I hate this place." Peter muttered under his breath as he stumbled out only to be ran into by the three girls.

"Sorry Peter, trouble calls-." Momoko stopped when she saw the bruises on Peter. "What happened to you?"

"I uh... Tripped?" Peter lied weakly.

"Who did this?" Karou might not like Peter, but she hates bullies.

"N-No one." Peter remarked.

"But I don't get it, you could easily beat someone." Miyako tilted her head to the side in confusion.

"Don't you three have an emergency to go to?" Peter asked in anger.

"We'll talk more about this later." Momoko said as she ran to the roof, followed by the girls.

As they left, Peter went to go to Lunch when he stopped remembering the last time he turned his back on something happening and after a few seconds he sighed.

"I must be out of my mind." He muttered as he ran to the roof to see that the girls already flew off and he pulled the costume out of his backpack. "I guess I should be happy about my habit of doing this."

Changing into his costume and putting the web shooters on, Spider-Man shot a strand of webbing and shot off. '_I'm just making sure that they don't die._' Spider-Man told himself. '_I'm not going to get involved unless necessarry._'

0-0-0-0-0-0-0-0-0-0-0

Landing on the side of a building, Spider-Man saw the girls fighting Mojo Jojo in the air near a construction site. '_Alright, they seem to be doing well._' He thought as Blossom punched Mojo before Bubbles and Buttercup kicked him in the gut.

"You're the reason we're missing lunch!" Blossom shouted as she threw him into a building causing a crater and Spider-Man sweat-dropped.

'_Forget Mojo causing trouble, these girls will kill him._' Spider-Man thought since they don't seem to have control over their strength before they threw a car at him. '_Okay that's enough!_'

Shooting forward he caught the car in a strand of webbing.

"What the?" Buttercup asked in confusion.

"Do Monkeys shoot webs?" Bubbles asked curiously.

"No, but someone does." Blossom turned to see Spider-Man land near them.

"**ARE YOU THREE OUT OF YOUR MIND?!**" Spider-Man shouted getting their attention. "**YOU COULD'VE KILLED HIM BY THROWING THE CAR!**"

"I thought you didn't want to be a superhero." Buttercup said a little angry at being shouted at.

"I'm not." Spider-Man looked at her. "I only came out to make sure none of you got killed but you nearly killed him which is just as bad!"

Blossom had the decency to look a bit sheepish while Bubbles looked horrified at the thought of killing anyone, even Mojo.

Mojo Jojo groaned in pain as he woke up before he snarled. "You smelly humans can't stop me!" He pulled a rocket launcher out.

"Where the hell did he get that?" Spider-Man asked in confusion before he dodged three of them as they were heading for the city. "Crap!"

"Oh no." Blossom shot forward along with Bubbles and Buttercup as Spider-Man turned to Mojo.

"Let's hope they kept your cage warm furball." Spider-Man joked as he shot a strand of webbing, but Mojo jumped into the air.

"I Mojo Jojo will not go back to the zoo!" Mojo shouted as he went to fly off but Spider-Man attached a strand of webbing to his cape before he gave a yelp of surprise at being dragged for the ride.

0-0-0-0-0-0-0-0-0-0-0

"Phew." Blossom gave a sigh of relief as she and the other girls managed to grab the missiles before seeing Mojo fly off with Spider-Man in pursuit. "Hey girls, what say we return these missiles?"

"But won't that kill Mojo?" Bubbles asked as they flew towards them.

"Nah, he was able to survive being thrown into space the otherday." Buttercup told her. "A missile won't kill him."

0-0-0-0-0-0-0-0-0-0-0

Spider-Man was using his tactics that he used to fight Vulture against Mojo Jojo as he shot forward and kicked off of him, dodging each strike. "Come on bananna breath, at least try." He mocked laughing. '_I forgot how much fun this was._'

"Grr. You dare mock Mojo Jojo you smelly human?!"

"Dude, I mocked a human lightning bolt before I met you and a guy who seemed to have a tentacle fetish." Spider-Man deadpanned. "So yeah I'm mocking you-." He was cut off as Mojo grabbed him by the neck.

"I will kill you smelly human!"

Wanting to get out, Spider-Man went to shoot some webs only for the web shooter to hiss, indicating that he was out. '_Oh boy._' Spider-Man thought as Mojo Jojo increased the pressure on his neck. '_All the fights I survived and I'm killed by a mentally challenged monkey... People will be giggling at my funeral._'

"Hey monkey!" Mojo turned only to pale as he saw three missiles heading for him and he dropped Spider-Man in a panic before they hit him and he was sent flying through the air.

"Got him." Blossom said with a smirk before Bubbles gasped.

"Something's wrong with Spider-Man!"

Looking over they saw him just falling. "Mojo must've knocked him out." Buttercup stated as all three of them shot forward and Blossom caught Spider-Man before he became street pizza.

"Got him." Blossom stated as Spider-Man groaned.

"Why does it feel like I went five rounds with Doc Ock." Spider-Man muttered before he saw that he was being carried through the air by Blossom. "What happened to Mojo?"

"He disappeared after being hit by the missiles." Buttercup answered.

"Oh-**WHAT?!**" Spider-Man shouted in shock that they hit him with a missile.

"He's alive." Bubbles reassured him.

"So you ready for school?" Blossom asked with a smile.

"I don't have much of a choice." Spider-Man muttered before coughing. "And I need to make more web fluid."

"That means we're your best bet at getting back." Buttercup chuckled causing Spider-Man to sigh that his pride was taking more damage.

"So where did those bruises really come from?" Blossom asked as they flew back to the school.

"... Look I appreciate you three saving my life just now but it's something I need to deal with." Spider-Man said looking away as they landed on the roof, where he pulled his backpack out from behind the door and pulled his clothes on over his costume, as the girls changed back ten times quicker than him. "Okay, that's just showing off."

"Heh, sorry." Miyako apologized as Peter pulled the mask off.

"So, any chance Spider-Man makes another appearance?" Momoko asked curiously.

"Don't count on it." Peter muttered although he was wondering as well.

"Ah!" Karou panicked at the time. "We only have five minutes of lunch left!"

"Our food!" The three girls took off as Peter chuckled.

"Maybe, just maybe this is a good thing." He muttered as he shouldered his backpack and followed them.

0-0-0-0-0-0-0-0-0-0-0

"The girls saved the day." Prof. Utonium stated as they watched the News feed before Spider-Man appeared. "But who is that?"

"Another rising superhero?" Mr. Mayor asked curiously as it showed Spider-Man fighting.

"Dad, that's Spider-Man a superhero from-New York." Ken's eyes widened at the implication before Prof. Utonium nodded.

"Sounds like Peter has some explaining to do."

0-0-0-0-0-0-0-0-0-0-0

In New York a man smoking a cigar with grey hair and a hitler mustache narrowed his eyes. "I knew that menace would show his face again." He stated as he put his hat on and exited the room. "Robbie, you're in charge because I'm moving to Japan."

"What?" Robbie asked in shock.

"You heard me." J. Jonah Jameson said as he left the office. '_I'm going to expose that blasted web head for the menace that he is._'

0-0-0-0-0-0-0-0-0-0-0

Otto Octavius, an man with brown hair in a bowlcut, in a prison uniform narrowed his eyes at seeing the footage. "And why have you shown me this?" He asked a shadowed figure.

"Because you hate Spider-Man and the Big Man wants him gone for interfering with his plans." The figure stated as he lit a cigarette.

"You do realize these conversations are taped." Octavius pointed out

"All they're hearing is a Spanish Soap opera." The figure stated calmly. "You agree and we can get you an early parole before getting you to Japan."

"... I'm in."

**To Be Continued...**

** Alright I hope this was a good chapter showcasing the beginning of Spider-Man Z.**

** Alright I figured that Jameson would be obsessive enough with ruining Spider-Man's life that he would follow the web head to Japan to do so and Octavius would make a good Spider-Man villain until the others come into play, but this is it for the chapter and like I said earlier, I may or may not continue this due to reviews!**

** I'll also try to make the PPGZ villains more threatening and while they will have the same qualities that make them unique they'll be more of a threat,**

** And I'll also introduce Spider-Man villains soon.**

** Alright, see you later!**


	2. Chapter 2: Family Issues

_**Chapter 02: Family Issues**_

Peter grimaced as Professor Utonium and Ken were looking at him expectingly while the News Footage showing the Powerpuff Girls and Spider-Man fighting Mojo behind them. "So, care to explain how a New York superhero showed up at the same time my nephew from New York showed up?" Prof. Utonium asked while the Girls were watching the confrontation.

"Uh... A pretty good coincidence." Peter tried weakly.

"Should we help him?" Miyako whispered.

"Nah, it's pretty fun to see this." Karou remarked watching with interest.

"But he did help us out." Momoko whispered.

"**A GOOD COINCIDENCE?!**" Prof. Utonium was giving him a stern glare. "How did this happen? How did you get your powers and don't even deny it!"

"... I got bit by a spider." Peter relented.

"Cute." Ken said in disbelief.

Prof. Utonium nodded. "Now how did you really get your powers?"

"It was a spider that was created in Oscorp and it got out during a school field trip." Peter said with a small smile. "You can check my medical records to see that I'm telling the truth."

Prof. Utonium just closed his mouth believing that, but he made a mental note to look into it and erase the evidence that way if someone looks over it, they don't put it together.

"So... Are we done with the interrogation?" Peter asked backing up.

"Hold on." Ken pointed to the table. "We want to scan you."

"Uh... Not happening." Peter said with a deadpanned stare.

"Peter, have you even checked to see if these powers are hurting you?" Prof. Utonium asked in a tone that left no room for arguements. "You could be dying and we don't know it."

Peter went to argue when Momoko, Miyako and Karou, who didn't want him to die, grabbed him and forced him to the table, despite his protests before it started to scan him.

"Don't worry, it'll be fast." Poochie reassured Peter as the machine beeped.

"Whoa." Ken was looking at the results in awe.

"T-This is incredible." Prof. Utonium said having the same look. "Peter, these powers aren't killing you at all. Somehow your human DNA fused with Spider-DNA and... Peter, you're a new species."

"**WHAT?!**" Peter shouted in shock.

"A new species?" Momoko asked in confusion.

"It's like this, somehow he became a cross-species but normally he should've mutated into a creature that acts purely on instinct, but for some reason his human half never gave in and empowered him instead." Prof. Utonium explained.

"So I'm not dying?" Peter asked to be sure.

"Nope." Ken answered before Peter jumped off the table.

"Good."

"Wait, you don't care that you're half-spider?" Miyako asked in confusion feeling a little creeped out.

"Nope." Peter replied with a shrug. "I'm used to it."

"Hey quick question, why did you become Spider-Man?" Momoko asked excitedly hoping for a good origin story. '_It's just like the comics._'

Peter narrowed his eyes. "It's none of your freaking business." He would've said something else, but due to his cousin who's eight, he figured he could censor himself a bit.

"Hey it was just a question." Karou said a little angry. "No need to get angry."

"Peter, does it have to do with Ben?" Prof. Utonium asked as Peter snapped a bit.

"**IT'S NONE OF YOUR BUSINESS!**" He shouted before he jumped up to the nearby balcony and out the window.

"I'll take that as a yes." Poochie deadpanned.

"Great." Prof. Utonium didn't know much about Peter or teenagers so he had no idea what to do.

He has to deal with his son, a talking dog, three superpowered teenage girls and now a teenaged superpowered nephew.

Why couldn't he deal with normal problems?!

"Uh, Professor?" Miyako spoke up gaining his attention. "What did you mean by your question? Who's Ben?"

Professor Utonium wasn't sure what to say before Ken whispered in his ear. "They may be able to help him more than us at this point."

Taking that piece of advice in, Prof. Utonium sighed. "I was talking about the night when a burglar broke into the Parker home two months ago and shot his Uncle."

"Wait, his Uncle?" Karou interrupted. "What about his parents?"

"... They died in a plane crash years ago." Prof. Utonium said after a moment of silence.

"That's horrible." Miyako said in shock.

"Actually the night that Ben Parker was murdered, Spider-Man went after the guy instead of a wrestling match, because he started out as a wrestler." Ken said with a nod.

"So he's like Batman." Momoko said, snapping her fingers. "Lost a family member and vowed to never let it happen again."

"No wonder he's angry." Karou muttered looking towards the window where he left.

0-0-0-0-0-0-0-0-0-0-0

Peter was on the side of the building near the back looking out towards New Townsville. '_What right do they have to ask about why I do this._' He thought angrily remembering the guy that killed Ben Parker before remembering coming home to May Parker's body and be told that she had a heart attack. '_Being Spider-Man cost Aunt May her life because I wasn't there to help her... But I just put the costume on a few hours ago. What do I do?_'

Jumping as something vibrated in his pocket, Peter pulled out his cell phone to see a familiar number. "What is it Matchstick?"

"_Dude, you're in Japan?!_" Johnny Storm's voice came through the phone.

"What was your first clue?" Peter asked dryly.

"_Sorry, but why are you there Spidey?_"

Peter frowned remembering that he managed to buy this phone licensed under Spider-Man instead of Peter Parker, since his last one was destroyed and used it to keep in contact with the others, especially since Reed made a good firewall for it, to keep the number from being traced.

"... It's complicated." Peter muttered.

"_Complicated as in a complete accident that had to do with a super villain fight?_" Johnny asked curiously. "_If that's so, then I'm sure I can convince Reed to help you get back-._"

"No it's because my last family member in New York had a heart attack while I was fighting Ock and my last living relative lives in Japan." Peter interrupted with a sigh.

"_Oh, uh sorry._" Johnny didn't know what else to say before he changed the conversation. "_So who are the hotties?_"

Peter blinked before he realized what he was talking about. "You mean the Powerpuff Girls?"

"_... Seriously?_" Johnny asked in disbelief.

"That's what I said." Peter remarked. "And dude, they're thirteen."

"_Oh._" Johnny coughed nervously since he was seventeen. "_Uh, you won't tell Sue will you?_"

"Not unless she magically appears in Japan." Peter remarked before sighing. "But at least people aren't calling me a menace anymore."

"_Yeah that's true._" Johnny said before Peter looked down to see the girls leaving the lab. "_But Jameson sold the Bugle-._"

"**SERIOUSLY?!**" Peter shouted causing the girls to look up. "Seriously? Ol sourpuss sold the Bugle after I left?!"

"Sourpuss?" Miyako asked as the other girls shrugged.

"_Yeah-... Oh I need to go, the Beetle is causing some mess._"

"Good luck without me helping you this time matchstick." Peter replied dryly. "You're screwed if he uses a fire extinguisher."

"_Oh shut up._" Johnny hung up at that point before Peter looked to see the girls looking at him.

"Can I help you?" Peter asked in a little annoyance.

"Um... Sorry." Momoko said looking down. "I shouldn't have asked when it was clearly none of my business."

"But we were just curious that's all." Miyako said before they looked at Karou.

"I'm not apologizing because I didn't do anything." Karou answered their looks.

"... I guess I overreacted." Peter muttered before sighing. "Sorry it's just a little touchy."

The girls nodded since they heard the supposed story from the Professor.

"So since the Professor knows about you being Spider-Man, are you joining?" Momoko decided to ask, causing Peter to sigh.

"If I say no, will you drop it?" Peter asked wanting that to be done with.

"Come on, you were pretty good." Miyako said with a smile.

Karou rolled her eyes but she gave a small smirk. "If you join then I won't have to deal with these two girly girls by myself all the time."

"Hey!" Momoko and Miyako gave Karou a glare.

Peter looked at all of them before he gave a sigh. "I guess we can have a trial run-." He was interrupted when Momoko and Miyako pulled him and Karou into a hug.

"Great!" Miyako giggled happily.

"I hate hugs!" Karou complained trying to break free.

"Welcome to the Powerpuff Girls, Spider-Man!" Momoko said with a smile.

"**HOLD UP!**" Peter's eyes were wide as he tried to escape the hug, regretting his decision already. "If I'm joining we're not going to be called that! Hey, are you listening?! Seriously guys!"

0-0-0-0-0-0-0-0-0-0-0

The next day, Peter sighed as he noticed the Flash clone giving him an evil look as he sat near Momoko, Miyako and Karou during class. '_Man, I just know that when lunch time comes around, I'll be in a world of pain._'

Feeling bored, Karou looked around before she saw the jock glaring at Peter and Peter trying not to look at him. "Is he the one who attacked you?" She asked gaining the other two girls attention as Peter stiffened.

"Uh, what?" Peter asked sweating a bit.

"Peter you're a member of our team right now and we Powerpuffs look after our own." Momoko told him as she glared at the jock who didn't notice.

"Alright first off, I refuse to call myself a Powerpuff 'Girl'." Peter said because all of his attempts at changing their name was wasted since the vote was three to one. "Second off I can't hurt him."

"Why not?" Miyako asked in confusion.

"Because with Great Power comes Great Responsibility." Peter said with a smile as the girls looked at him in confusion. "In otherwords, hurting him would be abusing my powers and if someone was looking for the identity of Spider-Man, they wouldn't look twice at a geek who gets beat up by a school jock."

"You're not a geek." Momoko told him sternly.

Karou shrugged as she thought about it. "Eh, maybe a little." She said causing Peter to look at her.

"Thanks." He said sarcastically.

"Hey I have an idea." Miyako smiled widely. "How about during lunch we head to the Professor's Lab?"

Momoko mimicked her smile. "I guess that's alright."

Now Karou had a grin. "And I did miss the football game yesterday due to the fight with Mojo."

All three of them looked at Peter who knew that whatever they chose, he would be dragged along for the ride. "I also need to make some more web fluid." He admitted while rubbing the back of his head. "That way I can be more use in a fight if Mojo decides to try anything."

"Then it's decided." Momoko gave a nod. "We'll be heading to the Lab."

0-0-0-0-0-0-0-0-0-0-0

Peter sighed as he saw the three girls doing their own thing, Momoko ordered a cake, Karou was watching a game with Momoko as she waited for the cake and Miyako was online looking at fashion catalogues.

Shaking his head, he spent his time making some web fluid, as well as something he wanted to do but never had the right materials for.

He was able to create something he liked to call a Web Grenade as well as his own utility belt... Alright it sounds lame, but he needed something to keep the extra web fluid in as well as the Web Grenades.

Basically he throws it and it explodes covering anything within a three foot radius with webbing strong enough to give the Hulk trouble.

Right now he has three and he looked up to see Ken entering with a tray holding a plate of food and a dog bowl full of food as he stared at everything in annoyance.

"Hey, what's the big idea?!" Ken shouted in annoyance. "You guys are hogging the TV, computer and the chemistry set?!"

"Why not? I missed this game yesterday." Karou told him.

Miyako giggled. "I'm studying for fashion school."

"Sorry, Ken but I needed to make more Web Fluid so I can avoid becoming street pizza." Peter apologized a little sheepishly since he didn't ask due to that being a habit.

Ken sighed forgiving Peter because of his reasons but he ran up to Miyako and tried to pull her away. "That's my computer and my chair!" He shouted as the doorbell rang and Poochie began to eat his food.

"I got a delivery for a Momoko?" A female voice called out causing Ken to stop with his attempts as Momoko ran by him.

"Coming!" Then she came in with a cake covered with white frosting and strawberries before she gave Ken a piece of paper with a happy grin. "Here."

"What's this?" Ken looked at it before his eyes widened as he had a suspicion.

"It's the bill, don't forget to pay it."

"**WHY DO I HAVE TO PAY IT?!**" Ken shouted in disbelief.

"You want a piece?" Momoko offered as Ken stared in disbelief. "No? Peter how about you?"

"Hm?" Peter looked up from the fourth web grenade he was making. "Oh, no thanks."

"No, go left!" Karou shouted gaining Ken's attention as she was freaking out over a mistake her favorite team made. "No!".

"Someday I'm getting a dress like this one." Miyako stared in awe at the different choices.

"Maybe I should make this webbing more resiliant." Peter thought outloud as he wrote down a few different formulas. "But how much?"

"You guys are impossible, **I CAN'T TAKE IT ANYMORE!**" Ken screamed gaining everyone's attention and causing Peter to flinch as he put way too much liquid into the beaker he was using.

As his Spider-Sense went off, Peter sighed. "Son of a-."

_BOOM!_

Webbing covered him from head to toe as he blinked twice before falling over. "Uh, can someone get me out of this? I can't wait for two hours!"

"Whoa, Ken what's your problem?" Karou asked as she ripped the webbing off of Peter.

"Thanks." Peter muttered pulling the different strands off his clothes.

"Yeah, as long as we protect New Townsville, don't wreck the lab and get along, then we can do what we want." Miyako said repeating the three rules that the Mayor laid down for them.

"That means I can eat whenever I'm hungry." Momoko ate another bite of her cake in pure bliss, leaving Peter to wonder where the heck she puts the food she eats.

"I can read fashion magazines." Miyako held some up.

"And I can watch the sports channel." Karou said doing a fist pump.

"And I guess Peter's is that he can use the chemistry set whenever he wants." Momoko added after a second of thought.

"Actually I live here now." Peter deadpanned before coughing. "And don't worry Ken, this is only until I buy my own."

Still losing it, Ken unplugged the computer, turned the TV off and threw the wadded up bill at Momoko.

"Hey, what's with you?!" Momoko asked in annoyance.

Karou nodded. "Yeah, stop acting like a brat!"

"It's true, the three of us are like your older sisters." Miyako stated causing Momoko and Karou to nod as Peter put the beakers down and placed the belt on around his waist under his costume that he wore under his shirt, while watching the whole scene, wondering if he should interfere or not.

"You aren't my sisters." Ken said with his arms crossed.

"How old are you anyways?" Karou asked with a raised eyebrow.

"Eight."

"Oh... Then why don't you go to school?" Miyako asked curiously.

"I'm homeschooled and Dad teaches me everything I need to know." Ken stated as he put a hand through his hair, not noticing the girls going back to what they were doing. "In fact, I'm probably smarter than all of you put together."

"Oh really?" Peter asked with narrowed eyes before Ken noticed that the girls weren't paying any attention to him.

His eye twitching, Ken ran forward to take the remote from Karou and as they were messing around, Peter saw Poochie look at Ken's lunch.

"Well if you're not eating, I won't let it go to waste-." Peter picked Poochie up before he could make a move.

"I think that would just make Ken angrier." Peter said as Poochie struggled.

"Come on, I'm hungry."

"Excuse me, what's going on in here?" Professor Utonium walked through the door, causing Ken to smile.

"Dad-." Then his face fell as Momoko, Miyako and Karou surrounded Prof. Utonium.

"Professor. Professor. Ken's being mean."

"We figured that since he was probably all alone we could visit during out lunch break." Monoko said as Karou put eye drops in her eyes.

"But he was bossing us around and acting like a total brat." Karou said causing Prof. Utonium to look at her as the other two girls put on fake tears.

"They're evil and manipulative." Peter said in complete shock as he put Poochie down. "Who would've thought it."

In a panic, Ken ran between them and Prof. Utonium. "Wait Dad, all I did was-."

"I'm sorry." Professor Utonium told the girls as the waterworks stopped. "You see the truth is that Ken grew up without a Mom and I tried my best, but it's very difficult."

"Oh I see." Momoko had a sly grin. "It's beginning to make sense now."

Ken looked at her in confusion before backing up as the girls wore very identical grins that were so sinister, that Peter was sure that his Spider-Sense went off just by looking at them.

"W-What do you mean?" Ken asked nervously.

"You're starved Ken, for a mother's love." Miyako stated with a smile.

"But that's okay." Karou stood up and clenched her fist. "Because from now on, we'll be your Mom! Oh yead, we'll whip you into shape."

If Ken went any paler he would've been mistaken for a ghost.

"How did you three get that idea?" Peter asked, feeling sorry for his little cousin already, but he has to admit that this was very funny.

"It's a good idea." Momoko told Peter before seeing Ken's look. "Hey don't look so worried."

Miyako smiled. "You're going to have-."

"Three Moms." Karou finished.

"Just."

"For."

"You."

Peter's shoulders shook at this sight. '_Sucks to be Ken._' He thought before Momoko and Miyako grabbed him. "And Peter will help."

"Hold up, how did I get involved?!" Peter was struggling now.

"Uh, don't you have to get back to school?" Ken asked causing the girls eyes to widen as they looked at the time.

Miyako screamed in Peter's ear causing him to wince in pain.

"We only have five minutes!" Momoko panicked.

Miyako was in the same amount of panic. "We have to go."

"Alright, see ya!" Karou said as the girls took off, still holding Peter as he screamed at the insane speed they were going at.

"**I CAN WALK!**" Peter's voice was heard as Ken gave a sigh of relief.

0-0-0-0-0-0-0-0-0-0-0

After school Momoko spoke up. "I've been thinking about this a lot lately."

"About what?" Peter asked in confusion.

"Ken really needs a mothers touch." Momoko explained.

Peter whistled as he walked ahead. "I'm staying out of this."

"I can teach him a little about respect." Karou had a grin. "Just leave that to me."

"No, what he needs it love." Miyako said to Karou with a nod. "The kind you can only get from a mother."

"Then it's settled." Momoko said to them. "Starting tomorrow we're going to be Ken's new mom. This is going to be great."

"Um... Don't you guys think that you're looking into this a little too much?" Peter asked giving them weird looks. "And aren't you three too young to be thinking about this stuff?"

"Hey wait, how is Peter going to fit in?" Karou asked with her arms crossed. "He can't be a mother."

"Who said I wanted to be in on this weirdness?" Peter asked as he was ignored.

"Maybe he can be the father?" Miyako suggested as Peter groaned and did a face palm.

"Why do I even bother?" Peter muttered in annoyance.

Momoko shook her head before smiling. "No, Prof. Utonium already has that role, but then again he could be the step father."

"..." Peter just left without a word at that point.

"Alright-hey where's Peter?" Karou asked noticing him gone.

0-0-0-0-0-0-0-0-0-0-0

Peter groaned as something poked him awake the next morning. "Peter, wake up. We're being Ken's parents, remember?"

Sleepily rolling over, Peter muttered. "Yeah, sure-." Then his eyes snapped open to see Momoko in his room wearing a white apron. "... Alright first off, this is creepy. Secondly, since when did I agree to this?"

"Come on Peter, please." Momoko clasped her hands together and pouted causing Peter's eye to twitch.

'_They are evil and manipulative._' Peter thought what he said yesterday, as he was dragged into Ken's room.

"Rise and shine, Ken! It's time to get up." Momoko shook him gently. "If you don't get up soon, Mommy's going to be upset."

"Just five more minutes, Mom." Ken said sleepily before he realized what he just said. "Wait, Mom?!" He pulled the cover off his head to see Momoko smiling while a reluctant Peter was in the background falling asleep again.

"Good morning son." Momoko said with a smile.

"What are you up too?!" Ken asked in anger as Peter fell back, leaning on a wall asleep. "Pretending to by my mother with the all 'Morning Son' and all that!"

"We already told you, me and the girls are your substitute Moms." Momoko said gently before turning to point at Peter. "And Peter is your step-father-." Then her eye twitched to see Peter snoring. "**PETER!**"

"Gah!" Peter jumped up and latched onto the ceiling. "I'm up, I'm up!"

"She forced you into this, didn't she?" Ken asked as Momoko looked around the room.

"... Yes." Peter muttered before Momoko gasped.

"Oh wow, look at this." Looking over, they saw Momoko holding up a few action figures that were there.

"**HEY!**" Ken ran to get her to put them back.

"You know what? I'll play with you." Momoko decided thinking that it was something Ken never got. "I'll be Justice Man and you can be this hairy guy." Then she pulled another action figure out. "Peter you can be Captain America."

"Uh..." Peter was trying to process how weird this was and he was at a loss for words which according to the heroes of New York was quite an achievement in itself. '_A hero wanting to play with hero action figures? Ironic._'

Then Poochie ran in. "**HELP!** There's a soap monster!"

"Soap monster?" Peter sighed having enough of this weirdness for the day since it turned out that Momoko used too much soap detergent for the laundry, before he went back to bed since it was a teacher workday.

0-0-0-0-0-0-0-0-0-0-0

Peter's eyes were twitching as he was now in the kitchen with Prof. Utonium and Ken the next morning all three of them wearing specially made pajamas with hearts on them while Miyako was pretending to be Ken's Mom.

Prof. Utonium was wearing pink with black hearts, Ken was wearing white with yellow hearts and Peter was wearing red with blue hearts and they did have web designs in the hearts.

"I guess we're all suckers for the waterworks." Peter remarked dryly remembering how Miyako guilt-tripped them into wearing these.

"It is hard to say no when a girl starts crying." Prof. Utonium agreed with a sigh.

"Isn't that the truth." Ken agreed.

An hour later and Miyako was still doing the same thing while singing a bit.

"Hey, don't you guys have school?" Ken asked causing Miyako to drop what she was doing in a panic.

"**OH NO WE'RE LATE!**" She went to run and grab Peter, but he was ready and jumped to the ceiling.

"No!" Peter said stubbornly. "I am not going to school in pajamas."

He would've said in this, but he didn't want to deal with any waterworks.

"I'll get there after changing." Peter told her as Miyako took off. "I'd rather be late than lose all of my pride at once."

0-0-0-0-0-0-0-0-0-0-0

The next morning, Peter got dragged into jogging with Karou and Ken, wondering how he got involved in this.

'_Well, at least I'm not suffering alone._' Ken thought as he and Peter were panting before Karou blew a whistle and he lost it.

"**WHY DO I HAVE TO GO JOGGING?!**"

"Because no son of mine is going to be a wimp." Karou answered without hesitation. "I'm showing you how to be a man."

"But why you?" Ken asked not knowing the dangers of what he was about to ask. "Aren't you a girl?"

Seeing the slowly pissed face, Peter simply grabbed Ken and took off running with Karou in pursuit. "**GET BACK HERE!**"

"Ken, never say that kind of stuff around Karou!" Peter told him as they ran quickly.

0-0-0-0-0-0-0-0-0-0-0

As soon as he could, Peter got away and was swinging around New Townsville as Spider-Man. "I hope that the Mayor doesn't mind me doing a little patrolling." Spider-Man said as he swung through two buildings. "But I really needed to get away from the girls."

Shaking his head, Spider-Man saw a couple of people looking up as he swung past them. '_And no one is calling me a menace._' Spider-Man thought happily. '_No being shouted at for being a freak, now this is nice._'

Landing on the side of a building, Spider-Man nearly lost his balance as a bank door was kicked open to show two very familiar people, one of them had brown hair, wearing a green striped Polo shirt and brown cargo pants and the other had black hair and he wore a grey hoodie and blue jeans.

"Flint Marko?" Spider-Man questioned in English as he landed on a lightpost behind them. "Alexander O'Hirn?"

"You?!" Flint asked in shock as they spun around. "How the hell are you here?!"

"Dude, didn't you watched the News?" Spider-Man questioned with a shrug. "I moved here a few days ago."

Flint and O'Hirn groaned because they came to Japan to get away from Spider-Man.

Jumping off the lightpost, Spider-Man kicked Flint back before ducking a punch courtesy of O'Hirn.

"Now I'm touched." Spider-Man stated with a fake sniffle, as he weaved around the attempts to hurt him. "You missed me and came all the way out here to see me? I knew people would miss me."

"Shut it, Bug!" O'Hirn pulled a crowbar out before Spider-Man shot it out of his hands with webbing and he came in doing a backflip and catching O'hirn on the jaw, before he saw Flint trying to sneak away, so he did a sideflip and landed right on his back.

"I don't think so, stripes." Spider-Man smiled under his mask. "What's this? The fifth time I caught you guys since I started?"

'_I needed this._' Spider-Man thought as he webbed them together before he turned to see that the Police showed up and he tensed getting ready for the usual 'Get on the ground, freak!' and for them to shoot at him.

But instead to his surprise the Police Officer smiled. "Thanks Spider-Man, you did a good job."

"I-I did?" Spider-Man asked in shock as the Police Officer shook his hand before putting Marko and O'Hirn into the police car and driving off.

Then he felt something tug on his leg and he looked down to see some five year olds, each of them holding a few booklets. "Can we have your autograph?"

'_I should've moved to Japan months ago._' Spider-Man thought as he complied making the kids happy. '_They're nicer than people back in New York._'

0-0-0-0-0-0-0-0-0-0-0

Ken grumbled as he walked through the park, already escaping Karou after the whole jogging mess and how Peter left in his costume to 'patrol'... Then again, if Ken could he would do the exact same thing.

"Who do they think they are?" Ken muttered as he kicked a rock before looking up to see Mojo putting helmets on people. "What the heck?" He asked before the people turned into monkeys. "Oh crap."

Turning to run, Mojo saw Ken and rushed to him. "A little smelly human all alone? Don't you have family?" Then without waiting for an answer, Mojo smiled. "Neither does Mojo! Mojo will take you as Mojo's son."

'_... What the heck is wrong with everyone?_' Ken thought as the helmet was placed on his head.

0-0-0-0-0-0-0-0-0-0-0

After a few more minutes he caught a few muggers that thought they would get lucky and was feeling a lot more at home until he saw the girls flying to him quickly. "Good, you're changed." Blossom said quickly. "Mojo is at it again."

"Alright." Spider-Man went to web swing but Bubbles grabbed his arms before he could. "Wha?"

"Don't want to waste all your webbing before the fight." Bubbles said with a smile.

"Hey have you seen Ken by any chance?" Buttercup asked as they flew towards the park. "I may have been a little harsh at him."

"Guys, can I say something and not get yelled at?" Spider-Man asked as they nodded. "I think you three took the whole 'be his Mom' thing a little far. It was obvious that he didn't want that."

"We just wanted to help him." Bubbles said with a sad look.

"Alright, maybe we did take it a bit far." Blossom admitted before Spider-Man gave her a look. "Okay, we did take it too far."

"So what is Mojo doing this time?"

"Turning people into Monkeys." Buttercup answered as Spider-Man blinked behind his mask.

"... This really is becoming Planet of the Apes." Spider-Man remarked dryly before they landed in an Amusement Park to see Mojo laughing with a little monkey.

"Relax, Mini-Mojo we're taking over the world."

"Can it, Mojo!" Blossom said angrily causing Mojo to turn towards them. "Whatever you're doing we're here to stop it."

Buttercup blinked. "Check it out." She said pointing to the little monkey. "Look's like he has a sidekick."

"Oh how cute." Bubbles gushed at the little guy.

The little guy was freaking out as Mojo spoke up. "Let me introduce you to my son and he will help me turn you into monkeys."

Spider-Man just raised an eyebrow. "You have a son?" He asked in disbelief.

The little monkey went to take off before Mojo pressed a button on a controller he was holding and electrocuted the guy.

"Mini-Mojo hop to it." Mojo tossed a helmet towards the monkey but Spider-Man shot a strand of webbing and pulled it back. "Hey! Give that back, smelly human!"

"Yeah, not happening." Spider-Man said as he broke it between his hands before Buttercup kicked the little monkey back causing him to hit the wall.

Snarling in anger, Mojo pressed a button. "Octo-Bot attack!"

"Octo-Bot?" Spider-Man asked before a giant robotic octopus shot down and he stared. "Any relation to Octavius?"

One of the arms lashed out and grabbed Bubbles before knocking Blossom and Buttercup back as Spider-Man jumped over and landed on one.

"Like I told Octavius, I don't do tentacle rape." Spider-Man muttered as another arm tried to knock him off, so he used his agility to get under the first arm and jumped off, to get on another one.

"I will teach you not to monkey around with Mojo!" Mojo Jojo declared as the arm on Bubbles began to squeeze her.

As she cried out in pain, Blossom and Buttercup flew in to save her only for ink to shoot out of the robot and stick them to a building before Spider-Man threw his Web Grenade to test it out and it jammed the Ink shooter that Mojo had.

"Sweet." Spider-Man did a fist pump before his eyes widened as another arm went to crush him and he shot a strand of webbing and swung his way around the robot. "Quick question, what is it with Japan and giant robots? First in the Anime and now in real life?"

"Don't mock Mojo Jojo!"

"Stop speaking about yourself in third person and I'll agree." Spider-Man shot some webbing at one of the joints on the legs causing the Octo-Bot to tilt.

"Grr. I'll force you to fight her." Mojo said as he pulled out a helmet that he used to transform people into monkeys and went to put it on Bubbles.

"No." Spider-Man moved to stop him but Mini-Mojo beat him to it and knocked the helmet out of Mojo's hands. "Looks like monkeys have teenage rebellion as well."

"You are disappointing your daddy." Mojo began to shock Mini-Mojo as Bubbles got out of the grasp of the Octo-Bot and grabbed Mini-Mojo before he hit the ground.

"Psst." Spider-Man said causing Mojo to turn and be hit in the face by Spider-Man before he broke the control and the monkeys began to turn back into people.

Mini-Mojo turned back to Ken to everyone's surprise.

Spider-Man felt a shiver run up his back as the girls glared at Mojo who was sweating nervously.

"You're dispicable, Mojo." Bubbles said, handing Ken to Spider-Man as he landed next to her.

Ripping herself out of the ink, Blossom snarled. "Nobody touches our Ken."

"You're going down." Buttercup said freeing herself at the same time.

"Uh, wait can we talk about this?!" Mojo tried before they rammed his Octo-Bot causing it to fall over and he got up only to be nailed in the chest by all three of them. "Gah!"

Spider-Man put a hand over his eyes as Mojo went flying through the air. "I have the sudden urge to make a Team Rocket reference." He muttered as the girls landed near him.

Ken groaned as he woke up, and Spider-Man put him down gently. "Thanks guys." He said gratefully, happy to not be a monkey anymore.

0-0-0-0-0-0-0-0-0-0-0

The girls changed back to normal before Peter met up with them outside of his costume to see people celebrating over being free. "I still wonder where he got all of these helmets from?" He said as they were watching.

"It doesn't matter, we beat him." Karou said with a confident smirk.

"Uh, he had a rocket launcher last time and this time he had an endless supply of helmets that turned people into monkeys as well as a giant robotic octopus." Peter deadpanned. "I'm more worried in where and how he's getting this stuff."

"We'll find out." Momoko said with a nod. "After all we're the Powerpuff Girls."

"Can we seriously change the name?" Peter pleaded only for his voice to fall to deaf ears.

"Well, I guess we can't be your Mom." Momoko turned to Ken who sighed in relief. "But we'll always be your sisters."

Ken looked at them before smiling. "I guess I can accept that."

"So who's the older sister?" Karou asked curiously.

"Shouldn't it be me since I'm obviously the team leader?" Momoko asked looking at her.

"Are you really the leader?" Miyako asked with a raised eyebrow as Karou nodded.

"If we're putting it to a vote I nominate myself." Karou said with a smile.

The three of them got into an arguement before Momoko smiled. "Hey Peter, tell them I'm the team leader."

"No I am." Karou said with a glare.

"Won't you tell them I'm the leader?" Miyako pleaded.

When no one answered they turned to see Peter booking it. "**I'M STAYING OUT OF THIS ONE!**" He shouted as he disappeared.

**To Be Continued...**

** Alright I hope this chapter was good with the humor as well as the surprise of Flint Marko and Alexander O'Hirn going to Japan to avoid Spider-Man only to run into him again.**

** Now Review Time!**

** Cabrera1234: Maybe.**

** Coldblue: Thanks and I read Bleedman's comics they are good and I wish that there were more of them because I want to know what happens next. I will continue Renegades soon. Now as for your questions. 1) I guess I can do that because it will be funny given all of their personalities. 2) I don't really know much about the Rowdyruff Boys and I think I should focus on the stories I have right now, but I'll look into it a bit more if I can. 3) It is mostly Spectacular Spider-Man because that was a good show but with a mixture of Amazing, Ultimate (Comics) and that Spider-Man the Animated Series Cartoon that came on Disney XD.**

** Kirbymaniac2: Thanks!**

** Dizzy: I figured that it wouldn't be a Spider-Man x-over without someone like Jameson right?**

** Alright I'll see you guys soon!**


	3. Chapter 3: Unwanted Reunion

_**Chapter 03: Unwanted Reunion**_

A man wearing a trench coat and sunglasses, walked into a Hotel Room as he looked over to where New Townsville was and he smiled widely. "Very soon Arachnid you will breathe your last breath." He said as a metal tentacle came out of his coat and took his hat off to show long black hair covering his face. "And I think I'll look into these Powerpuff Girls to see how they got their powers."

0-0-0-0-0-0-0-0-0-0-0

"So what did you think?" Momoko asked as the end credits of a TV show went off while Peter sat between her, Miyako and Karou staring at the TV show in disbelief. "Was it just like how you were with the fighting?"

"They made a TV show of me?" Peter asked slowly hoping he was wrong. "And they called it Supaidaman?"

"It's cool, isn't it?" Miyako asked laughing at Peter's face.

"... I don't know if I should be offended or if I should wonder where my Giant Robot is." Peter finally said with his arms crossed. "And I'm not seeing any money come my way for this! They made a show about me without my permission?!"

"Cool it." Karou told him as she changed to the Sports Channel.

"I think it was cool." Momoko said with a shrug, but she was thinking dreamily about the actor who played as Supaidaman.

"So if they made a TV show about the Powerpuff Girls without your permission, you would be alright with it?" Peter asked dryly.

"Not if they know what's good for them." Karou said with disdain at that idea before she did some channel surfing and Peter's eyes widened as he saw a familiar face.

"Change it back two channels." Peter said hoping he was wrong.

Karou gave him a weird look before deciding that she wanted to see why and it showed Jameson on the News Channel. "Hello New Townsville." Jameson greeted with a smirk.

Peter fell to his knees. "**NOOOOOOOO!**" He shouted in horror.

"What?" Miyako asked wondering what was wrong.

"You know him?" Momoko asked pointing to Jameson.

"I'm sad to say yes." Peter muttered as Jameson continued.

"Now I'm an American who came to New Townsville with a purpose... To expose that wall-crawler Spider-Man as the menace he truly is!" Jameson said with a confident smile.

"I hate you too sourpuss." Peter muttered standing up. "Geez, the guy hates me enough to move to another country to badmouth me- **AND HOW DOES HE KNOW JAPANESE?!**"

"Why does he hate you?" Momoko asked as Jameson went on a rant about how much of a menace Spider-Man was.

"I think it was because my first heroic act was saving his Son." Peter sighed as he sat back down on the couch. "His son is an Astronaut that had trouble coming back into Orbit and well I wanted to help so I hijacked a plane, and comandeered a pilot to fly it before leaping onto the shuttle as it was falling to the ground before managing to get it to fly right."

"But then he should like you." Karou said not seeing how Jameson hates him.

"... He thinks I planned the whole thing to upstage his son." Peter groaned. "He caused most of New York to hate me and the Police to shoot me on sight. Great, now the same thing will happen here and I was just getting used to not being called a menace."

"That's not true." Miyako said giving him a look. "A lot of people like you in New Townsville! They also want to be you."

"Why when there are heroes like you three?" Peter asked gaining confused looks.

"What do you mean by that?" Karou asked in confusion.

Peter just gave them a look. "Girls, I don't know if you noticed or anything but you three have Superman powers! You can fly, break the sound barrier, super-strength, bullet proof. Compared to that I might as well be a normal person."

"But you're still a good member of the team." Momoko reassured Peter. "You helped out a lot in the fights against Mojo."

"Yeah, you even did better against him than we did while fighting his Octo-Bot." Miyako inputted as Karou scoffed.

"We did good against it."

"Karou, we got stuck to a wall." Momoko deadpanned.

"It was a lucky shot." Karou protested.

"It's because you girls don't have much experience yet." Peter said with a sigh. "Once you gain more control over your powers and get some more experience I won't be needed that much."

The girls looked at each other wondering what to say before Peter stood up.

"I think I'm going to go web swing, that always clears my head." He said.

After he left, Miyako blinked. "Why would he think's he's not needed?"

"He does have a point." Karou had her hands behind her neck. "After all we are kind of overpowered heroes."

"Hey even Superman needed help." Momoko pointed out remembering the cartoon and comics.

"He had weakness to Kryptonite and Magic, we don't have any weaknesses." Karou said without missing a beat.

"Well, we do when we're not in costume." Miyako said causing Momoko and Karou to blink as they thought about that.

"True, if we weren't able to transform we wouldn't be able to do anything." Momoko conceded before she smiled. "But even if we do have Superman powers we aren't a team without Spidey."

"I guess." Karou said turning the sports channel back on.

"All for one and one for all." Miyako agreed.

0-0-0-0-0-0-0-0-0-0-0

_Thwip._

Spider-Man swung from building to building as he saw a few News TV screens on buildings showing Jameson's broadcasts about how much of a menace he was. "Man I really hate that guy." Spider-Man muttered as he sat on the edge of a building.

Looking over the city, Spider-Man had to admit that it was a lot safer than New York, probably having to do with three overpowered teenage girls that can do practically anything.

'_Am I jealous of their powers?_' Spider-Man asked himself as he looked at his hands. '_I mean, I've always been proud of my powers and how I did as Spider-Man, despite what people thought of me... But compared to these three they could probably get into an arm wrestling match with the Hulk and win._'

Thinking about that image made Spider-Man chuckle.

'_They're bullet proof and they can't get any scars or cuts._' Spider-Man sighed with a little resentment. '_A bullet or a well placed knife can kill me. People would probably accept them more in New York then they did with me._'

As if to answer him, Jameson's voice interfered with his thoughts as he turned to the TV. "Now the Powerpuff Girls are real heroes compared to the Web Head because they don't hide their face! They were asked to be heroes by the mayor while this vigilante hides behind a mask and is probably in cahoots with the criminals he purposely thwarts like this Mojo Jojo!"

"Oh shut the hell up Jameson!" Spider-Man shouted at the TV screen before he took off web swinging.

0-0-0-0-0-0-0-0-0-0-0

Otto Octavius watched from the shadows as Spider-Man swung away, he was planning to attack Spider-Man right there, but he thought about it when the TV showed a footage of him fighting alongside the Powerpuff Girls. '_I need to make sure that they don't interfere with my revenge._' Ock thought to himself. '_Especially since I don't know their weaknesses yet._'

0-0-0-0-0-0-0-0-0-0-0

The next day, Peter was confused by the fact that Momoko, Miyako and Karou were being nice to him and he means nicer than usual before he thought about what he said yesterday and he winced as he realized that he made it sound like he was jealous.

It wasn't far from the truth, but he didn't want them to feel that way.

"Uh, sorry about yesterday." Peter apologized getting their attention. "I didn't mean to make it sound like how I did."

"How did you make it sound?" Miyako asked in confusion, but Momoko took over.

"It's fine." She said with a chuckle. "I think I would've reacted the same way."

"I would've punched something." Karou admitted.

Peter smiled, feeling better before he heard voices. "Did you hear what that Jameson man said about Spider-Man?"

"I know, I always thought he was sketchy."

"Those eyes are creepy right?"

"Maybe someone will run him out of the city if we're lucky."

Peter's face fell as the girls glared at the people who were talking. "On second thought, I think I'm going to go." He said as he left.

"Man, people are really bashing him." Karou said as she continued to glare at the group who were talking about Spider-Man and that they agreed with Jameson.

"But why?" Miyako didn't get why people would do that. "He's a very good person."

"I didn't think people would listen to that Jameson, but we need to help him out." Momoko said trying to think of an idea. "Something that will make not just New Townsville, but the world see that Spider-Man is a hero."

"**SHUT UP!**" The girls turned to see a crowd of people surrounding the group that was bad mouthing Spider-Man. "How dare you say that about Spider-Man!"

"Yeah he's a hero!"

"He's friends with the Powerpuff Girls, do you think that the Mayor would let them recruit a menace?"

"Actually I think it won't be so hard after all." Momoko said with a smile.

0-0-0-0-0-0-0-0-0-0-0

Peter stopped as his Spider-Sense went off and the Flash Clone, who Peter learned was named Ichigo Yoshi, grabbed his shoulder.

"You just won't listen-." Ichigo went to say before Peter lost it, grabbed Ichigo's hand and flipped him into the wall before getting in his face.

"Listen, I don't want to take anymore crap, alright?" Peter said with a glare while Ichigo was wondering how he was thrown so easily. "Now leave me the hell alone!"

0-0-0-0-0-0-0-0-0-0-0

Octavius smirked as he easily found Mojo Jojo, the monkey that the Powerpuff Girls have been fighting for awhile. "Let go of Mojo Jojo you smelly human!" The monkey screamed as Octavius held him upside down with his metal tentacles.

"Actually I'm here for a proposition." Octavius said causing Mojo to pay attention.

"Mojo will listen, but may not agree."

"Actually, I think you will agree." Octavius said putting Mojo Jojo down. "I hate Spider-Man like you hate these Powerpuff Girls."

"Grr, those smelly humans always get in Mojo's way!"

Octavius was trying not to groan at talking to this guy, but he heard rumors that this was a monkey that was mutated instead of a human, so he was trying to cut him 'some' slack.

"Yes well, Spider-Man and I have history and I defeated him in a fight once, but due to my own arrogance, I didn't kill him when I had the chance." Octavius said with a smirk. "I'll handle him if you make sure the Powerpuff Girls don't interfere and I'll help you get rid of them. Deal?" He held out his hand.

"Hm. Mojo likes this idea." Mojo shook on it. "Deal."

But Mojo was smirking evilly. '_Hmph, once the Powerpuff Girls are out of the way, Mojo will get rid of this smelly human and show the world how evil Mojo is!_'

Unknown to him, Octavius was having similar thoughts. '_He's only useful as a distraction, once Spider-Man is dead and I make sure these girls don't come after me for revenge I'll deal with this simian buffoon._'

"Now we must gain their attention." Octavius cupped his chin in thought.

"Leave that to Mojo." Mojo said with a feral grin as he took to the air with Octavius behind him.

'_Then again, if he does prove useful I suppose I'll keep him around for entertainment._' Octavius smirked at that.

0-0-0-0-0-0-0-0-0-0-0

Jameson whistled as he saw that people were talking negatively about Spider-Man and he chuckled. '_That web head thought that he could pull the wool over people's eyes in another country? He had another thing coming._' He thought as he prepared for the next rant. '_I'll have him wanted in every country soon enough._'

0-0-0-0-0-0-0-0-0-0-0

Peter looked over the city from the roof of the school, not wanting to deal with anyone after he blew up on Ichigo. "I should've known that this would happen." He muttered in disdain.

"There you are!" Peter turned to see Miyako before she turned to the door. "He's up here!"

In a few seconds, Momoko and Karou ran to the roof. "Are you alright?" Momoko asked looking a little worried.

"Why wouldn't I be?" Peter asked in confusion.

"Well there's a rumor that you threw Ichigo into the lockers and threatened him." Karou said with a shrug. "Weird rumor, right?"

Peter went silent, telling them that it did happen.

"I thought you didn't want to do that?" Momoko said as the girls sat on the roof near him.

"Yeah, what gives?" Karou asked feeling a little worried herself.

"I-... I just hate being called a menace." Peter admitted with a sigh. "Iron Man, Captain America, Daredevil, hell even Punisher gets better reception than I do and he kills criminals with guns. Why do people love them and yet I'm the menace for trying to do what's right?"

"Peter, a lot of people don't care what this Jameson guy says." Miyako told him.

"Tell that to the group in the cafeteria." Peter scoffed at her.

"They were the only ones." Momoko told him. "After you left a lot of people started yelling at them. You have quite the fan club in school."

"How do I know you guys aren't just telling me this to make me feel better?" Peter questioned but before the girls could answer their belts went off.

"Trouble?" Karou asked as they opened the computer on their belt.

"It's Mojo again!" Miyako narrowed her eyes.

"What's he doing?" Peter asked as he changed to his costume, wanting to hit something.

"He's... Putting Kindergarteners in cages and stealing their candy." Momoko said with a raised eyebrow. "Weird, then again he did steal candy as his first crime."

"Yeah, well he's tramautizing five year olds now." Peter pointed out as he pulled his mask on.

"Got it." The girls pressed a button on their belt.

"Blossom!"

"Bubbles!"

"Buttercup!"

When the glow died down and they were in their costumes, Spider-Man raised an eyebrow under his mask. "What was with shouting your names?" He asked.

"It's like a battlecry." Momoko pointed out and Spider-Man did a face palm.

"Well, it's your choice, but I'm not doing that."

0-0-0-0-0-0-0-0-0-0-0

Octavius stared in disbelief at what Mojo was doing as he was hidden from view. '_He is more of an imbecile than I thought._'

"Stop whining smelly humans, you've kept Mojo Jojo in a cage for his whole life so this is payback!" Mojo said laughing.

'_Then again, give him a few years and he may learn how to do true evil._' Octavius shrugged considering the thought that Mojo was a normal Monkey a little bit ago.

"Hold it right there!" Mojo spun around to see the Powerpuff Girls come in dropping Spider-Man. "You mess with them then you mess with the Powerpuff Girls!"

"And the Amazing Spider-Man." Spidey said without hesitation causing the girls to look at him. "What? There's no way I'm saying Powerpuff Girl proudly when I'm obviously a guy."

"True." Buttercup said as Mojo snarled at them before the kids in the cage held out a few autograph books asking for the Powerpuff Girls to give an autograph.

"Do you think we should?" Bubbles asked as Blossom giggled.

"We don't want to disappoint our fans."

"Fine." Buttercup rolled her eyes and began signing.

"Uh... We have a villain right here girls." Spider-Man deadpanned while Mojo gaped.

"What about me?" Mojo pulled a book out of nowhere and Octavius did a face palm.

'_What an idiot._' Octavius thought wanting him to go ahead and seperate the girls and the Arachnid, so he can kill him.

"Let me explain something Mojo, you're the villain." Blossom tried to say gently. "You don't get an autograph."

"That doesn't seem very nice." Mojo muttered sadly.

"Are-are we really talking about this?" Spider-Man asked wondering what was wrong with this picture as Octavius agreed with him for once.

"Neither are you Mojo." Bubbles pointed out. "You aren't being very nice, so I don't think you deserve an autograph."

"But I want an autograph like everyone else." Mojo complained as he threw a punch at them.

"Girls how about you take care of Mojo and I get the kids out of the cage?" Spider-Man offered since he was confident he could do this easily.

"Got it." Blossom, Bubbles and Buttercup flew in and tackled Mojo past a few buildings.

'_Finally._' Octavius made his move as Spider-Man bent towards the lock.

"S-Stay away." One of the kids cried out in fright and Spider-Man felt a pang of hurt that this kid heard Jameson's rant.

"Relax, I'm friends with the Powerpuff Girls and I'm going to get you kids out." He reached for the lock before his Spider-Sense went off. "What the? Is this booby-trapped-?"

"Look out!" One of the kids called out and Spider-Man spun around to be nailed in the face by a robotic tentacle.

"Hello Arachnid." Octavius came down with a grin.

"Ock?" Spider-Man asked in shock as he dodged another strike. "What are you doing here?!"

"To deal with you for imprisioning me!" Octavius said with a vicious smile. "I had everything and you took it from me!"

"Pal, you held quite a few people hostage and blamed me for trying to kill you when I never met you until you attacked me." Spider-Man pointed out dodging another strike.

"I guess that's true, Parker."

"What?" Spider-Man took a step back in shock. "Who the heck is Parker?"

"Don't play coy with me, Parker!" Doc Ock said as he managed to clip Spider-Man. "You appear just a few days after a teenage boy was bit by an experimental spider specimen? I'm surprised that people didn't see it sooner."

Shaking his head, Spider-Man shot a strand of webbing to bind Ock's tentacles together, but they broke free and grabbed him when he tried for a kick before throwing him into a building.

"You only defeated me through pure luck." Doc Ock snarled remembering the one punch to the face because he was getting cocky. "But it won't happen again." Then his tentacle opened up to show a blade. "Especially since my tentacles are now made from pure Adamantium."

'_Oh crap._' Spider-Man thought as he heard that.

0-0-0-0-0-0-0-0-0-0-0

Mojo knocked the girls back by spinning around. "You girls will not defeat Mojo Jojo this time!"

"Get him girls!" Blossom punched him into the ground but Mojo wrapped part of his cloak around her leg and slammed her through a car windshield. "Ow, is it just me or is he tougher?"

"Well, considering how we beat him the last few times he probably learned to fight." Buttercup answered ripping part of the ground up and throwing it but Mojo ducked as it hit Bubbles through a store window. "Sorry Bubbles!"

"Hahaha! You smelly humans are outmatched this time!" Mojo laughed. "Once my new accomplice deals with the spider one he will help me destroy you!"

"New accomplice?" Bubbles asked as she managed to kick Mojo in the back.

"Who's your accomplice?" Blossom held him up.

"Ten bucks say that it's a monkey." Buttercup joked punching him back down.

"Ow!" Mojo snarled in anger.

0-0-0-0-0-0-0-0-0-0-0

Prof. Utonium watched the fight with Mojo, before turning to the screen showing Spider-Man fighting Octavius as he managed to nail the doctor in the chest before Ock managed to steady himself with one tentacle before wrapping another one around Spider-Man's arm and slammed him into the ground a few times causing tears to appear in his costume.

"Dad, are you alright?" Ken came in to see Prof. Utonium clenching the table so hard that his knuckles were turning white. "What's going on?"

"The girls are fighting Mojo, but Peter's fighting someone else."

"Really?" Ken looked at the screen before gasping. "That's Otto Octavius one of his enemies from New York."

"This is bad." Prof. Utonium muttered.

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Spider-Man cried out in pain as the tentacle slammed into his ribs and he was sent skidding across the room with quite a few tears on his torso and one of the reflective lenses knocked off as he glared at Octavius.

"Is that all you have, Arachnid?" Octavius asked in a bored tone as he flicked imaginary dust off his shoulder.

Spider-Man went to get up only to grimace in pain as he held a hand to his ribs. '_I think I cracked something._'

"Injured are you?" Octavius asked in mock concern.

"No." Spider-Man bluffed as he pulled out a web grenade and threw it.

Octavius raised an eyebrow before it exploded and trapped two of his metallic limbs to the ground as Spider-Man jumped at him, managing to punch his sunglass clean off. "You insufferable child!" Octavius roared as one of his free metal limbs wrapped around his chest where the cracked ribs were and slammed him into the ground, causing Spider-Man to cry out in pain.

Gritting his teeth, Spider-Man shot webbing in Octavius's eyes causing the man to throw Spider-Man into the air to where he swung to a nearby building and landed, holding his ribs in pain.

'_Where are the girls?_' He thought as Octavius came towards him, the metallic limbs crossing the building easily. '_Surely, Mojo isn't too much trouble, right?_'

0-0-0-0-0-0-0-0-0-0-0

"Grr." Mojo shook his head as he glared at the girls who were glaring right back at him. "Time to show-off my new invention. **ROBOT JOJO!**"

Something heavy landed between them kicking dust up and as the girls covered their eyes, Mojo jumped inside of a robot battle suit.

"You have to be kidding me." Buttercup muttered before Mojo slammed her into the wall with a punch.

"_Girls, Spider-Man needs help._" Prof. Utonium's voice came through their ear comms. "_He's fighting a villain from his past and this guy is seriously bad news._"

"We're a little busy here, Professor." Blossom answered as she narrowed her eyes before a red beam shot from them and blasted a hole through Mojo's suit. "What?"

"Gah." Mojo screamed as the machine blew up and he was sent flying. "**I'LL BE BACK!**"

"Blossom, did you just use heat vision?" Bubbles asked in awe.

"Aw no fair, how come we can't use heat vision?" Buttercup asked crossing her arms because that was one of the first powers she tried.

"I-I don't know how I even did that." Blossom answered before the Professor's voice came again.

"_Yeah that's interesting and all, but Spider-Man help, remember?_"

"Oh right!" The girls took off flying back towards the school where they left Spider-Man.

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Spider-Man groaned as he hit a car coughing up blood from the hit to the face while the mask was torn to where it was barely keeping his identity a secret, while Octavius came towards him with blood flowing down his nose from the cheap shot Spidey gave him.

"Is that all you got Doc?" Spider-Man panted as he dodged another strike and tackled Octavius into a building. "Because I'm just getting warmed up."

Then he realized that this was a bad move fighting Octavius in an enclosed space as he wall jumped around the metallic strikes trying to stay a step ahead as he got on the ceiling.

"Hold still Parker!" Octavius roared in fury.

"Not happening." Spider-Man mocked him. "Unless you show me your medical license I am not standing still for any shots- ugh!"

Octavius managed to wrap a tentacle around his throat while two more kept his hands seperated. "Now I have you." He said ready to rip his head off.

"Put him down!" Octavius turned to see the Powerpuff Girls glaring at him, but they didn't try anything due to how Spider-Man was caught.

"I don't think so-." Ock began to say before Spider-Man shot a strand of webbing attaching it to his pants and pulled to show his underwear. "Gah!"

"Tightie Whities?" Spider-Man mocked as Octavius let him go in a panic to pull them up. "That explains everything, Doc."

Ock snarled before he saw Bubbles and Buttercup flying at him so he lashed out with his metallic tentacles and slammed them right through the wall. "Ow that hurt." Bubbles complained.

"Wait, that hurt?" Buttercup looked to see a small scratch on her arm.

"Interesting." Octavius smirked. "So Adamantium can scratch you children."

Blossom focused on what she was feeling earlier as heat beams shot from her eyes surprising Spider-Man and Octavius as he blocked them with his tentacles, but a small amount shot past and hit his eyes.

"Gah!" Octavius covered his eyes in pain.

"I-I didn't mean to hurt him like that." Blossom looked sick as blood dripped from his eyes.

"You little-." Octavius was about to try and impale her when Spider-Man jumped in and covered his face with webbing.

"Don't you forget about little ol' me Ock." Spider-Man mocked as he shot a strand of webbing to the walls and pulled allowing him to slam Octavius face first into the ground knocking him out. "N-Now that was a little bit tougher than last time."

"Blossom?" Bubbles approached the shocked girl. "Are you alright?"

"So much blood." Blossom said looking at where blood was falling from Octavius's eyes and Spider-Man, winced knowing that she was finally seeing the true dangers of being a hero.

"Hey it was an accident." Spider-Man told her as he webbed Octavius together, after seperating the tentacles from his body. "You didn't mean to do it."

"He's right." Buttercup put a hand on her shoulder before they heard sirens showing that someone called the police.

"So, did you girls catch Mojo?" Spider-Man asked to change the subject.

"No, he was sent flying again." Bubbles answered before seeing how Spider-Man was holding his ribs. "You're injured."

Blossom and Buttercup turned towards him as he tried to smile, but it came out as a grimace. "I may have cracked a few ribs." Spider-Man admitted.

"Come on, let's get the Professor to patch you up before Lunch is over." Buttercup told him as she carried him this time and Bubbles flew after them.

Blossom was about to follow, but she stopped and looked back at Octavius before wincing.

Shaking her head, she flew after everyone.

0-0-0-0-0-0-0-0-0-0-0

"Gah." Peter cried out in pain as Prof. Utonium wrapped bandages around his chest.

"Luckily your ribs aren't broken." Prof. Utonium told him sounding relieved. "But I think you should lay off the superhero business until they heal."

"So a few days?" Peter asked shocking him. "I have an accelerated healing factor to where bruises disappear in a few hours and cracked or broken ribs take two days most."

"That's amazing." Ken said in shock as he was listening to them.

"Yeah, but it still hurts." Peter said putting his shirt back on, wincing with each movement.

"Well, like I said, take it easy." Prof. Utonium told him sternly. "I already excused you from school, saying that you were caught up in the mess on an errand for me during Lunch."

"Alright." Peter said before looking at him. "And we need to talk to Momoko because she was shaken up on what happened."

"I could try to help her by setting up therapy." Prof. Utonium suggested before sighing. "But I don't think that will help unless she can tell her identity freely."

"Hey Peter, why don't you help her?" Ken suggested with a nod.

"I will and I think that Miyako and Karou will be happy to help as well."

0-0-0-0-0-0-0-0-0-0-0

Momoko was quiet as the girls got to the lab later that day. "Cheer up, Momoko." Miyako told her pulling her into a hug. "We know you didn't do it on purpose."

"But it still happened." Momoko said looking down. "I treated him like he was durable like how Mojo was... Peter's been trying to tell us this and I still treated it like a game."

"Alright, listen." Karou made Momoko look at her. "It was an accident! We'll help you get past it, but you need to think of the good that we did by being heroes."

"Karou's right." Peter said walking out with a smile. "If you girls weren't there then Mojo would've really traumatized those kids and Ock would still be on the loose. Speaking of Ock, the Mayor called and he's alive and he can still see."

Momoko gaped before sighing in relief.

"His eyes are just sensitive to light now." Peter chuckled before smiling. "And he lost his memory."

"Wait, why are you happy about his amnesia?" Miyako asked in confusion.

"Because he actually knew who I was." Peter explained causing their eyes to widen. "So it's good that he's alive and forgot that little piece of information."

"That's a relief." Momoko sighed feeling a little better before she frowned. "So are you alright?"

"Just a few cracked ribs." Peter smiled at the question. "I won't be in the hero business for two days at most."

"Damn, that sucks." Karou said knowing how hard it is to wait for bones to heal from skateboarding incidents.

"So what now?" Miyako asked looking at everyone.

"Well, I need to sew my costume back up for when I'm done healing." Peter said as he chuckled. "That way I'm not swinging around in a torn up costume."

"You want any help?" Miyako asked since she loved sewing.

"Yeah, it could be fun." Momoko agreed trying to forget what happened, despite Ock being alright.

"Tch, no it won't." Karou said scrunching her nose up in disgust at the thought.

"If you girls want to, I won't say no to help." Peter nodded. "But I think you have your own plans afterall, there is a game on as well as some fashion magazines showed up."

Karou and Miyako smiled at that thought before Peter turned to Momoko.

"And I took it on myself to order a cake like the one you ordered a the other day."

Momoko was now smiling and for some reason Peter's Spider-Sense went off.

'_Why is it-?_' His thoughts were cut off as the girls hugged him.

"Thanks!" They said as Peter cried out in pain as he felt a lot of pressure on his chest.

"Ribs! Ribs!"

"Oh crap!"

"Sorry!"

"Our bad."

**To Be Continued...**

** Doc Ock is in jail for now and I hope I did him alright, the fight scene was tough enough because I never typed his character before. And I figured that after his last pair of metallic limbs were destroyed, he would get some Adamantium to compensate for it.**

** Now as for Adamantium hurting the girls, I needed a way to keep them from being overpowered and since Adamantium can cut through anything I figured it should work, even if it's only a little at a time.**

** Plus I think that it was a good idea to have the seriousness of being a hero be introduced to Momoko *Blossom* at this point since she was a hero fanatic and treated it like a game in the show.**

** Then there was the Supaidaman thing in the beginning... First of all that is actually real, I'm not being racist putting that in there, I figured it would've been funny with Peter watching Supaidaman in this story.**

** Now onto reviews!**

** Coldblue: Yes they will and he does have some organizations in Japan, just not New Townsville yet. And I figured it would be funny with Peter being the only sane one of the three. I'll try to give the Rowdyruff Boys their own personalities, but I make no promises of their own story. 1) The girls are thirteen and Peter is fifteen. 2) They will but for right now no one but Peter, Prof. Utonium, Ken, the Mayor, Ms. Bellum and the girls know about Chemical Z... Then again Mojo knows I guess. 3) Maybe after two run-ins with the Sinister Six I'll do that to give him a much needed powerup.**

** NightMaster000: I know about Flint and O'Hirn's luck, and I figured it would've been good to do that. And I hope I did good with Octavius and Mojo interacting and as for the Harem suggestion I think I'm just going to have them fall for him and he may be paired up with one of them or with a different girl.**

** 00Phantom: Thanks!**

** Kirbymaniac2: Thanks and I hope this chapter was good as well.**

** Dizzy: Thanks, to be honest when I was first asked to do this I didn't think it would work because these two genres were so different but I'm happy that I managed to make it work. As for the girls influencing him, I think they did a good job because he was just by himself in the beginning and if they didn't hang out with him, despite his protests, he wouldn't be Spider-Man again or fighting alongside them. The translator has him covered (I got tired of having to go back to Google Translate every twelve seconds) but I will try to give him culture shock.**


	4. Chapter 4: Memory Lane

_**Chapter 04: Memory Lane**_

_Octavius managed to wrap a tentacle around Spider-Man's throat while two more kept his hands seperated. "Now I have you." He said ready to rip his head off._

_ "Put him down!" Octavius turned to see the Powerpuff Girls glaring at him but they didn't try anything due to how Spider-Man was caught._

_ "I don't think so-." Ock began to say before Spider-Man shot a strand of webbing attaching it to his pants and pulled to show his underwear. "Gah!"_

_ "Tightie Whities?" Spider-Man mocked as Octavius let him go in a panic to pull them up. "That explains everything, Doc."_

_ Ock snarled before he saw Bubbles and Buttercup flying at him so he lashed out with his metallic tentacles and slammed them right through the wall. "Ow that hurt." Bubbles complained._

_ "Wait, that hurt?" Buttercup looked to see a small scratch on her arm._

_ "Interesting." Octavius smirked. "So Adamantium can scratch you children."_

_ Blossom focused on what she was feeling earlier as heat beams shot from her eyes surprising Spider-Man and Octavius as he blocked them with his tentacles, but a small amount shot past and hit his eyes._

_ "Gah!" Octavius covered his eyes in pain._

_ "I-I didn't mean to hurt him like that." Blossom looked sick as blood dripped from his eyes before he looked at her with his face decaying._

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"**AAAAAAHHHHHH!**" Momoko screamed as she woke up covered in sweat as she looked around before seeing that she was in her room.

Taking a few deep breaths as she listened to the silence of her home, realizing that no one woke up to her screaming, Momoko broke down crying as she thought about what she did and what she is actually capable off and it scared her.

0-0-0-0-0-0-0-0-0-0-0

"Alright, we need to do something." Peter muttered when he saw Momoko still being quiet three days after the incident with Ock.

"But we tried everything." Karou said with her arms crossed. "Hell, she was happy after school on that day."

"Maybe we can have a night out with her?" Miyako suggested with a smile. "No being superheroes, just us being normal?"

Peter blinked before nodding. "Yeah, that could work, just a break from being a superhero for her."

"Alright, Karou and I will get her tonight and you meet us at the Townsville Mall Peter!" Miyako said as she grabbed Karou and took off.

"Hey, wait!" Karou shouted as she was dragged off.

Peter chuckled before he went to walk back to the lab, only to feel his Spider-Sense go off and he spun around to see a well-built African American with no hair, wearing a black trench coat and an eye-patch.

"Hello Mr. Parker." The man greeted walking up to him.

"Fury." Peter glared at the man, wondering what the hell he was even doing in Japan. "Last time I saw you was when Electro was being locked up, how is he anyways?"

"We're still working to find a cure." Fury reassured him before coming to a complete stop. "But that's not what I'm here for."

"Then what-?" Peter stopped talking as he realized why he would be here. "You want information on the Powerpuff Girls."

Fury nodded.

"Forget it." Peter told him. "You're not getting anything from me... And I thought that SHIELD was an American Government."

"That's the public story." Fury told him gruffly. "The truth is that SHIELD has ties all around the world."

"Well, that's convienient." Peter sarcastically said because one of the things he was looking forward to in Japan was to not deal with SHIELD.

"Parker, these girls have powers that can put the Hulk to shame, so it's natural that we keep an eye on them." Fury told him as he and Peter began to walk through the city, to keep people from eavesdropping. "Do you think anyone could stop them if they go rogue?"

"They won't." Peter told them.

"You don't know that-."

"But I know them." Peter glared at Fury. "They maybe childish, but they are good people with good hearts!"

"So was Electro before he got his powers." Fury said causing Peter to clench his fist.

"That was a low blow, Fury." Peter told him, remembering the Max Dillon he knew.

0-0-0-0-0-0-0-0-0-0-0

A ten year old Peter stopped walking home from school, when he saw a seven year old kid with blonde hair shivering as he sat in an alley. "Hey are you alright?" Peter asked in concern at seeing the kid by himself.

"Y-Yeah." The kid answered before sneezing.

"Where are your parents?"

"I don't have any." The kid said looking down.

Peter wasn't too sure what to do before he held out his hand. "I'm Peter Parker."

The kid looked at him before smiling timidly. "M-Max Dillon."

0-0-0-0-0-0-0-0-0-0-0

"Listen I know Max was your friend." Fury said in a calmer voice. "But the fact remains that he became twisted with his powers and if he escapes he will come after both Spider-Man and Peter Parker since he knows you're identity."

"Great, nice way to remind me that it's my fault." Peter muttered.

"It's not." Fury said looking at him. "But I thought that would've been a point to make that shows no matter how well you know somebody, they can change."

"I'm still not telling you anything." Peter said as walked ahead.

"Then I guess I'll have to do this the old fashioned way." Fury muttered as he left.

0-0-0-0-0-0-0-0-0-0-0

Momoko was sitting in her chair with a tray of Octopus Dogs, trying to forget what happened so she wouldn't have another nightmare, but images of what could've happened kept popping in her head. "Ah, I can't take this." She said wanting to go back to the way she was before the accident.

Looking at the time, Momoko saw that it was Ten 'O' Clock so she turned to go to bed, only to stop when she saw Miyako and Karou outside her window.

"What are you two doing here?" Momoko asked in confusion after she opened the window.

"Kidnapping you for a night out." Miyako said with a laugh at Momoko's befuddled face.

"I don't feel like-." Momoko tried to say, but Karou interrupted her.

"Well, you're still going too." Karou said with a smirk. "Now get some shoes on before we really do kidnap you and we'll head to the mall."

"Come on Momoko, you need this." Miyako said and after a few seconds, Momoko gave a small smile.

"Well, I suppose I could go."

0-0-0-0-0-0-0-0-0-0-0

Peter stared all around at the giant mall that couls easily put the Midtown one to shame as there were a bunch of stores and it was only thanks to the glasses that Prof. Utonium gave him that he was able to read the signs, something he needs to put in his Spider-Man mask.

"Man, now this is cool." Peter muttered as he pulled out his wallet to show American money making his head hang in disappointment. "I've been here for nearly two weeks and I haven't even traded my money for Yen yet."

"There you are!" Turning, Peter gave a small smile when he saw the girls. "Took awhile to find you." Miyako said with a grin.

"Hey girls, so I take it you either kidnapped Momoko or she agreed."

"Well the original plan was to kidnap her." Karou gave a shrug. "But she did agree after we bothered her enough."

"Guys, you don't have to do this." Momoko tried to say, but Miyako interrupted her with an one armed hug.

"Of course we do." Miyako said with a wink. "It's what friends are for."

On seeing that, Peter felt a little off.

0-0-0-0-0-0-0-0-0-0-0

"You don't have to do this." Max muttered as Peter brought him some food and clothes that he figured Max would like.

"It's what friends are for, Max." Peter said with a smile. "I could do more if you let me introduce you to my Aunt May and Uncle Ben."

"N-No." Max shook his head. "I don't want to burden anyone."

"You're not a burden." Peter told him before smiling. "But I suppose you can meet them when you're ready to be helped more."

After a second, Max smiled. "Thanks Peter, it's nice to have a friend."

0-0-0-0-0-0-0-0-0-0-0

A hand waved in front of Peter's face. "You alright?" Karou asked with a raised eyebrow.

Peter laughed and put a hand behind his head. "Sorry for drifting off like that, it's just you guys reminded me of a few people back home just now."

"We did?" Momoko asked in surprise. "Who?"

"Just some old friends." Peter said before smiling. "Now what do you girls have planned?"

A few minutes later, Peter found himself as the pack mule while Momoko and Miyako went clothes shopping and dragged Karou who didn't like that with them, but she didn't say anything because Momoko was acting like her old self.

"I guess I'm doing this because I have no money." Peter muttered without feeling any strain from the many items he was already carrying. '_Thank God I have enhanced strength._'

"So what do you think?" Peter turned to see the girls exiting the Fitting Room dressed up.

Momoko was wearing a black sleeveless dress with four rose designs on it and it cut off at her knees, Miyako was wearing blue dress and tan dress shoes along with some sort of purple stuffed octopus that wore a black hat hanging off her arm and Karou green sleeveless shirt, white pants and a white fedora.

Peter blinked as he saw this. "Nice." He complimented. "I would give two thumbs up, but my hands are kind of tied at the moment."

"Hey Peter, are you going to buy anything?" Momoko asked as they bought the dresses but they were still dressed in them.

"Nah, I'm saving my money for when I need it." Peter lied, not wanting to let them know that he didn't have any money that would be valid here.

"There must be something." Miyako said to him.

"Hmmm... Nope." Peter pretended to think about it. "Now what else?"

"How about the Townsville Mall Cafe?" Momoko suggested feeling her old habit of eating sweets come up.

"Sure thing." Karou told her.

'_They really are becoming great friends._' Peter thought with a small smile. '_With how they act, people would mistake them for siblings._'

0-0-0-0-0-0-0-0-0-0-0

"So these officials were arguing over who to arrest me and I needed a way to escape, so I pointed to the left and randomly asked. 'Hey isn't that Charlton Heston?'" Peter told him one of his funniest moments as Spider-Man since they asked about it. "And they all stopped what they were doing and looked leaving me to get away."

"I can't believe they fell for that." Karou laughed at the image that he painted.

"Who said that all officials were smart?" Peter asked with a shrug.

"So any other funny stories?" Miyako asked as Peter thought about it.

"Well there was the time I said said fat jokes against the Kingpin of Crime before finding out that 98% of that 500 lbs was pure muscle." Peter cringed at that memory. "Yeah, maybe something else... Oh right Flint Marko and Alexander O'Hirn, two repeat convicts that always tried to make off with money, but I caught them at least four times before the fifth time happened four days ago. They moved to Japan to get away from me apparently."

"Wow, that's some bad luck." Momoko chuckled as she ate some ice cream.

"Yeah-." Peter stopped talking when he saw Flint and O'Hirn walking through a crowd. "And if I'm right it'll be six times in a few seconds."

"Wait, what?" Karou turned to see the two men walk into a store before there were screams.

"Come on-." Momoko went to stand up, but Peter held up a hand.

"Leave this one to me." Peter had a grin. "These guys are lightweights."

With that he took off and pulled his mask out of his pocket.

0-0-0-0-0-0-0-0-0-0-0

"Is he sure he can handle this?" Miyako asked in concern.

"He said he caught these guys five times already by himself." Karou shrugged and grinned. "But we can watch."

Momoko nodded. "And if he does need help we can change and get there."

0-0-0-0-0-0-0-0-0-0-0

"Come on." Flint said as they finished putting the cash in the bag. "We have it all?"

"We do." Alex confirmed and they went to run only to hear a familiar sound.

_Thwip._

A net of webbing blocked their exit.

"Shame on you boys." Spider-Man mocked hanging upside down from a web line. "Trying to rob a sports store? Have you no respect?"

"Ah geez, not the bug again." Flint muttered as he backed up. "I thought you were still resting after that televised fight against that freak of a doctor."

"Bug?" Spider-Man rolled his eyes. "Geez if you want to insult me at least get it right, I'm an Arachnid, now say it with me, Ar-rack-nid. If you do a good job, I promise to let you go."

Alex grabbed a nearby baseball ball and threw it as Spider-Man jumped out of the way.

"Strike One skipper." Spider-Man said as he ducked an attempt at a hit from a baseball bat courtesy of Flint. "Strike two, are you even trying?"

Alex grabbed a Hockey Stick and ran at him, but Spider-Man shot webbing at the ground where he stepped in it and fell flat on his face.

"I think you got something on your shoe, pal." Spider-Man mocked as he did a backflip and landed on Flint's back. "**YEEHAW COWBOY, WE HAVE OURSELVES A RODEO!**"

0-0-0-0-0-0-0-0-0-0-0

The girls were laughing at the display that Spider-Man was doing as he did more jokes than usual. "Oh man this is great." Karou wiped a tear from her eye.

"Yeah I think his idea is good." Miyako said with a smile.

"Idea?" Momoko stopped laughing and looked at her.

"He's obviously trying to make us laugh right now." Miyako pointed out because this was his attempt at getting Momoko to forget about what happened with Octavius.

After a few seconds, Momoko smiled. "Well it's working."

0-0-0-0-0-0-0-0-0-0-0

"You know, ususally I would already tie you guys up at least two minutes ago." Spider-Man said as he kicked Flint down to where O'Hirn was. "But come on this makes meeting number six guys, reform already, so we can avoid this path in the future and you guys will have a better life."

"Wait until I get my hands on you-." Alex started to say, before Spider-Man covered his mouth with webbing, leaving enough room for him to breathe through his nose.

"If I had a yen for everytime I heard that I would be pretty rich right now." Spider-Man said before chuckling. "And I've only been at this for three months, that shows how many times people say that to me."

Considering that they were stopped, Spider-Man left to change back to his civilian identity.

0-0-0-0-0-0-0-0-0-0-0

"So what did you girls think of the show?" Peter asked hoping that the humor helped a bit.

"Don't you think that was a little harsh?" Momoko asked with a smirk.

"Hey I caught these guys so many times that I feel like a street washer." Peter defended himself. "Plus I'd like to think I used a lot of good jokes tonight."

"I think we should go though." Miyako said sounding a little sad. "After that they should be closing the mall down."

"Sweet." Karou smiled widely. "I have the perfect place to go to!"

0-0-0-0-0-0-0-0-0-0-0

Peter smiled as Karou was showing them a place in the park that showed a good view of the sky as he sat in a tree while they sat on the ground, talking before he was lost in memories again.

0-0-0-0-0-0-0-0-0-0-0

"Did you really have to do that?" A twelve year old Peter asked dryly as he and Max were hiding from Flash Thompson.

"I don't like people like him." Max answered plainly before smiling. "Plus it was just a joy buzzer."

"That you rewired to work like a Taser." Peter deadpanned as Max laughed.

"Alright you two, it's safe to come out again." A female voice called out and both Peter and Max poked their heads out of their hiding spot to see a twelve year old blonde girl wearing an orange hoodie and glasses.

"Thank's Gwen." Peter said with a smile. "Where's Harry?"

"Not far behind." Gwen Stacy remarked as a panting twelve year old ran up to them with light auburn hair, wearing a green shirt and blue jeans.

"Are you sure you're not on the track team?" Harry asked Gwen as he had his hands on his knees in exhaustion.

"I jog with my Dad every morning." Gwen answered with a smile. "Something you three should do."

"Yeah, I would but I work a lot at home." Peter lied.

"I have studying to do." Harry said quickly.

"I exercise enough." Max answered.

"You three are lazy." Gwen deadpanned causing them to laugh and after a few seconds she joined in.

0-0-0-0-0-0-0-0-0-0-0

'_These three remind me of Max, Harry and Gwen very easily._' Peter thought to himself as he came out of his memories just in time to hear a question.

"Hey Peter, why do you joke around in a fight anyways?" Momoko asked curiously.

"Yeah, I want to know that as well." Miyako turned to him.

Karou chuckled. "I think that would be interesting to hear."

"Well, it's a good coping mechanism." Peter said with a shrug. "When I first started out, I was so scared that I started to make jokes to calm myself. It's weird but it works and annoys the bad guys enough to where they're sloppy and less likely to hit me."

"Huh." Karou said not having expected that before Miyako looked at the time.

"It's three in the morning."

"It is?" Momoko asked in shock before yawning.

"Yeah, we should head home." Peter said with a small yawn of his own. "Thank God there's no school tomorrow."

"Alright, see you!" Karou took off running, to get home before her brothers looked in on her.

"Bye!" Miyako waved.

Peter was about to walk off when he noticed Momoko not moving and he sighed. "You're still thinking about it aren't you?"

Momoko jumped because she thought Peter left already. "Um... Yes." She admitted with a sigh. "I know I shouldn't focus on it but I can't help it."

After a seconds, Peter came to a decision. "When I first started I treated it like a game to and just like you I had a wake up call."

Raising an eyebrow in confusion, Momoko looked at him.

"I had a friend named Max Dillon and while I was out web swinging in New York he got caught up in some bad stuff and in my few moments of arrogance I thought I could handle it without any problems."

"What happened?" Momoko asked.

"... Max died." Peter said causing Momoko's eyes to widen in shock. '_Or at least the Max I knew._' "That was my wake-up call to treat this seriously and while I wish you you or the others didn't have a wake-up call like what happened with Ock, I think you three needed it to avoid something like that happening again."

"Sorry." Momoko apologized to him.

"For what?" Peter chuckled. "You didn't do anything."

"No, for acting like how I did."

"So you're going to be back to Hyper Blossom?"

Momoko gave him a weird look. "... Hyper Blossom?" She asked in confusion.

"Well yeah, because you're so damned hyper." Peter remarked dryly. "But you wouldn't be you if you weren't."

"... Thanks." Momoko said as Peter chuckled.

"Yeah, well see you tomorrrow."

As Peter left, Momoko looked up at the sky feeling better.

0-0-0-0-0-0-0-0-0-0-0

Flint Marko was in a seperate cell than his partner O'Hirn this time before he saw someone outside of it. "Go away." He muttered wanting the night to be over.

"You got caught by the bug again." The figure stated causing Flint to glare.

"What's it to you?" Flint asked in anger. "That bug is always messing with my big score!"

"Because he has powers while you don't." The figure said as he placed a hand on the bars before ripping them off, surprising Flint. "What about if you did as well?"

Flint gave him a cautious look. "What's the catch?" He asked thinking about it. "I can already tell you wouldn't be offering this out of the goodness of your heart."

The man chuckled. "The catch is simple, destroy Spider-Man once you get your powers."

Flint was about to say that he was just interested in his big score and he's not a killer before he thought about all the times Spider-Man got in his way and how he humiliated Flint earlier that night.

Coming to a decision, Flint looked the man in the eyes. "I'm in."

The man smiled. "Then follow me."

"What about O'Hirn?" Flint asked about his friend and partner.

"Oh he'll be fine."

0-0-0-0-0-0-0-0-0-0-0

Peter snuck back into the lab as he thought about what he just told Momoko about Max dying and he sighed because it was true.

Max Dillon died and Electro was born.

0-0-0-0-0-0-0-0-0-0-0

_**~A Month 1/2 ago~**_

"Evening Chaps." Spider-Man greeted with a bad impersanation of a British Official as he webbed some thugs to the ground. "How's it going tonight? Anyone watch the football game on the telly?"

"Get him!"

"Get him? Wooboy you should me a script writer." Spider-Man mocked jumping over them. "That was the most original line I've heard!"

While mocking them, Spider-Man saw Max walking by the alley out of the corner of his eyes and his eyes widened when he saw Max carrying a gun.

'_What the-?_' He was cut off by his Spider-Sense blaring and was hit upside the head.

"Got him!"

"No you don't." Spider-Man shot a strand of webbing at a trash can before pulling it and the trash can slammed into the last few thugs before he webbed them to the ground. "Now that this is over, tally-ho!"

But now he was hoping to find Max again because the thought of him with a gun scared Spider-Man.

Finding him easily, Spider-Man was surprised to see him pointing a gun at an elderly man in a white suit with silver hair, in a power plant so he reacted by knocking the gun out of his hand with a strand of webbing.

"You know normally I would pounce on people for doing stuff like this, but I don't really know what's going on here, you mind telling me?" Spider-Man asked careful to try and keep his identity a secret.

"Stay out of this!" Max shouted as he glared at the elderly man. "I'm after him!"

"Why?" Spider-Man asked in confusion as he looked at the man. "He's just an old man, not really much to be angry about right?"

"Not much?" Max was in a fit of rage. "This is Silvermane Manfredi the one responsible for my parent's deaths!"

Now Spider-Man understood what was happening. "Kid, trust me nothing good can come out of what you were about to do-."

"Like you would know." Max glared at Spider-Man before he saw Silvermane smirking. "What are you smiling at you old fossil?!"

"Just the fact that I like to finish the job." Silvermane pushed a button and hearing a beeping noise behind them, Spider-Man and Max turned to see a bomb on a generator.

"Crap!" Spider-Man grabbed Max and began to swing away but Max kicked at him.

"Not until he's dead-." Max cried out but by kicking Spider-Man he caused the web head to lose his hold.

"**MAX!**" Spider-Man shouted as Max fell and he recognized the frantic voice.

"P-Peter?" Max asked before the generator blew up and he was engulfed in a mixture of flames and electricity.

Looking at the mess in sheer horror, Spider-Man saw Silvermane leaving. "Oh no you don't." Spider-Man snarled as he went after him, intent on putting him in jail forever.

If he stayed he would've noticed a hand shoot out of the flames, blue electricity sparking around it as a now bald Max Dillon showed a scarred face screaming in agony.

On making it out of the flames, Max saw his reflection and he gritted his teeth wanting something to blame before his eyes widened.

'_Peter. He was a vigilante, he could've stopped Silvermane... He could've saved me._' Max thought in anger as more electricity sparked off of him in response to his anger. '_I'LL KILL HIM!_'

0-0-0-0-0-0-0-0-0-0-0

Spider-Man landed on the limo that Silvermane was using in Times Square and he glared through the windshield. "You're not getting away old man."

"Shoot him you idiots!" Silvermane shouted as a bunch of thugs pulled out semi-automatic machine guns.

"Yeah, you may have been a great crime lord in the 40's but this is a new time." Spider-Man stated knocking the thugs back without trying. "And you're just a joke now."

"Look, I'll pay you whatever you want." Silvermane tried to say but Spider-Man shot a glob of webbing at him.

"No you won't." Spider-Man said before his spider-sense went off very loudly and he jumped as a blue beam hit the car, causing it to explode and Silvermane died inside of it.

"What the?" Spider-Man turned only to step back in surprise when he saw a bald Max with ragged clothing that barely covered him and electricity sparking off of him. "Max?"

"Die, Peter Parker!" Max screamed as electricity shot at him and Spider-Man zipped up to a building.

"Whoa! Max, we're friends remember?" Spider-Man asked sounding relieved and worried.

He was relieved that Max was alive but he was worried that these new powers changed Max's outlook.

"Friends?" Max shot more electricity at Spider-Man as he jumped into the air and used his webs to stay airborne. "Friends don't keep secrets like this from each other Pete! Friends don't let friends get hurt like you just did!"

"But Max-."

"**MAX DILLON IS DEAD!**" Max shouted as electricity shot from the various objects around him before his whole body started to glow blue. "**CALL ME ELECTRO!**"

Feeling his Spider-Sense going haywire, Spider-Man moved as the newly dubbed Electro snapped his fingers and various objects exploded and he was trying to stay one step ahead of each explosion before one caught him and he was knocked into a building as Electro flew in, sparks travelling through the floor, walls and ceiling.

"Max this isn't you-."

"I told you, that there is no Max." Electro said as Spider-Man was trying to figure out a way to get through to him before he saw sprinklers on the roof.

"Then I'm sorry for this." Spider-Man moved as Electro shot a blast at him and he did a flip before twisting his body into the air at an impossible angle to dodge another blast.

Seeing Spider-Man reach the fire alarm, Electro took notice of the sprinklers and he thought about the possibility that could happen. "**NO-!**"

He was too late as Spider-Man pulled it and the water shot out electrocuting him as he screamed in agony before falling down, his ragged clothing gone, so Spider-Man made a coat of webbing to cover him up.

'_I'm sorry Max._' Spider-Man thought before he heard sirens and he took off before anyone saw him.

0-0-0-0-0-0-0-0-0-0-0

Peter sighed as he sat on his bed. '_It's almost been two months since that happened._' He thought as he looked at his hands. '_One of my best friends became a super-villain because of my screw up._'

Shaking his head, Peter laid down and closed his eyes, determined not to think about it for now.

0-0-0-0-0-0-0-0-0-0-0

Meanwhile in a prison located somewhere in New York, Max woke up groggily. "W-Where am I?" He muttered before memories rushed through him. "Peter... **I'LL KILL THAT DAMNED TRAITOR!**" He roared before water gushed into his prison short-circuiting him, as he fell into the depths of unconsciousness again.

**To Be Continued...**

** Alright, I'm going to focus on my other stories before typing the next chapter to this but I hope you liked the twist I made with Electro. Along with Sandman coming in soon.**

** If I'm being honest, I didn't expect this story to go well but I'm happy it did and I guess I can be proud to do the first PPGZ and Spider-Man x-over!**

** Alright, that's enough out of me, review time!**

** Coldblue: I think it should be awhile for the Iron Spider, maybe after a cameo of Iron Man he gets to work on it. I'm glad the Web Grenades are good, I'll admit I got the inspiration of the Bang Baby Capsule that Gear made in Static Shock, only they shoot webs out, instead of metal tentacles. I plan to have him improve his web shooters to where he adds the Taser web and some stingers that he could shoot to inject Anasteshia into his enemies. The Spider Tracers will most likely be next on his list though. 1) Of course Blackcat will appear in Spider-Man and I think it would be funny for the Girl's reactions in this due to her kissing him. 2) I planned to have Daredevil in Japan sometime and I was going to use the Hand excuse for him to know Japanese... Then again Canon Daredevil knows Japanese pretty well. 3) And I want to make the power-up slow and believable so I don't make an overpowered Spider-Man out of nowhere. 4) They will get bad press soon, just let me think of a believable way for it to happen.**

** NightMaster000: Thanks, the way I see it it's believable for Mojo to act like this in the beginning because the Black Z-Ray just turned him into what he is now, but overtime it does more, making him smarter and more deadly, that's the way I see it working. And I will keep the humor in it because it was pretty fun to type that. I'm hoping that I do HIM pretty well considering he is and will always be the greatest threat that the PPG face and maybe I can bring in Dr. Strange during the HIM cameo considering HIM is a demon and Dr. Strange fights them... Or Ghost Rider could work... Maybe HIM makes a deal with Blackheart and that could bring Ghost Rider in... Too many ideas. And I gave them a small weakness to Adamantium to where it could scratch them, so that way they can get hurt and I did it so they wouldn't be overpowered because otherwise there's no challenge to them. I think that creatures powered by Black Z-Rays are a part of their weakness as well considering how they could get hurt by these villains. It wouldn't be Spider-Man without him having to deal with Jameson's propaganda am I right? And I needed to make a realistic approach and I figured that Blossom almost blinding Octavius would be perfect. As for the harem idea... I'll put it up to a vote.**

** Kirbymaniac2: Like I just told NightMaster000, I'll put it up to a vote.**

** Alright now here's two questions.**

** 1) Should I have the Z-Ray effect Spider-Man turning him into the Man-Spider at one point and the girls have to fight him after they realize what happened?**

** 2) Now as for the new poll I just put up, should I pair Spider-Man with only one of the girls if I do so at all or do a harem with all three? Some people are asking about that so I'm putting the poll on my profile for a vote!**


	5. Chapter 5: Warnings

_**Chapter 05: Warnings**_

Peter was nodding off in class after spending the night out in the town patrolling as Spider-Man, especially with the News of Flint Marko missing with his cell ripped apart. He hasn't really told the girls that because it was on the News, which they don't watch and he was actually worried for the guy.

But things have been pretty quiet lately... If you don't count Mojo Jojo still being free and his last scheme with trying to build a human zoo because he found a guy who taunted him with food while he was a normal monkey.

Now that one was strange.

Or it was strange to hear about it because the girls took care of it while he was stuck at school because he volunteered to fix some stuff.

But it did explain why Mojo Jojo hates humans, at least.

Shaking his head, Peter smiled as the bell rang and the teacher looked up. "Now remember that last weeks homework is due tomorrow-."

"Huh?" Momoko interrupted in shock. "Did you just say homework?"

"Uh sir?" Miyako looked nervous. "Can you tell us again what homework you're talking about?"

"It's all in your textbook Miyako." The teacher remarked with a chuckle, thinking that they were kidding. "Section's 1-10, I assigned it in last weeks class."

"Last weeks class?" Miyako asked before Momoko gasped.

"Oh no." Momoko looked at Karou, Miyako and Peter. "We weren't here, we were out fighting Mojo."

"We missed the assignment." The girls cried out as everyone else left.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

While walking home, Peter couldn't help but shake his head at how the girls were moping. "Aw man, we're in big trouble." Karou said with her hands on her head. "There's no way we can get that much homework done by tomorrow."

"If only there was a way to use our superpowers to do homework." Miyako muttered.

That was when Momoko noticed that Peter wasn't panicking at all. "Aren't you worried Peter?!" She asked in a panic. "This is really bad!"

"Why? I already did mine." Peter said without thinking and his spider-sense went off, causing him to turn to see the girls with dark auras surrounding them and murderous looks on their faces. "Uh... Yes?" He asked feeling scared for his life.

"You knew about the homework and you didn't tell us?!" Karou shouted in anger as her head swelled to a huge size, scaring Peter as he momentatily wondered if this was a side effect result of the Z-Ray's.

"I thought you guys knew." Peter rapidly backed up sweating a bit. "I talked to the teacher when we got back and he told me the assignment."

"It would've been nice if you told us." Miyako told him with her arms crossed.

Then Momoko smiled widely as an idea struck her. "Oh Peter-?" She began in a sing-song voice.

"No." Peter said knowing what was coming.

Momoko gaped at him. "You didn't let me finish." She protested.

"You three aren't copying my homework." Peter said flatly, causing the girls faces to fall.

"Come on, only for this once?" Miyako pleaded with her hands clasped. "We can't turn in nothing tomorrow."

"You girls won't learn anything if you do and even if I allowed it, you girls wouldn't be able to copy it." Peter said with a shrug.

"What do you mean by that?" Karou asked in anger thinking he meant something else.

Peter answered simply by taking his notebook out and showed them. "It's in English."

"Wait, then how are you passing?" Miyako asked in confusion.

"I have a school teacher who knows English and I turn it into him." Peter answered with a shrug.

"Great, how are we going to get it done by tomorrow?!" Momoko asked in panic.

Sighing, Peter looked at them. "It's not that hard, it'll just take two hours of doing it."

"Yeah, for a straight-A student." Karou said with her arms crossed.

Peter shook his head. "Well, I'm going home." He muttered before his spider-sense went haywire and he stumbled, clutching his head. "Gah!" He cried out before falling to the ground.

"Peter!" The girls didn't know what to make of this.

"What's happening?" Miyako asked as she shook Peter's shoulder.

"I don't know." Momoko answered trying to see if Peter was alright.

"Come on, we need to get him to the Professor." Karou stated as they helped Peter up.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

"Where am I?" Peter asked looking around through the darkness before he turned to see a giant spider web showing different pictures and they looked like him but some were older, the costumes were different and-... "I-Is that a cartoon pig in my costume?"

"Hello Spider-Man." Peter spun around to see an elderly woman sitting in a chair wearing a red bodysuit with a white spider emblem on the front and a red sash covering her eyes.

"Who are you and what did you do to me?" Peter asked before in a flash of light he was in his Spider-Man outfit. "You know, I'm starting to feel violated."

"My name is Madame Web." The woman introduced herself easily ignoring that last joke as if she was used to it. "And I am a Telepath that connects the Spider-Men of the multiverse."

"Spider-Men?" Spider-Man asked in shock. "Multiverse? What the hell is going on?!"

"I don't have much time." Web said her voice sounding strained. "I am using too much energy reaching you in this dimension and something is trying to force me out."

"What?" Spider-Man asked as he heard a dark laugh around him.

"There is a great evil coming." Web said her voice getting fainter. "One that will push everyone to their limits, one that threatens every universe out there and you must be ready. You must be warned of H-."

A blast knocked Web away.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

"**WEB!**" Peter shouted his eyes snapping open as he found himself in the lab with Ken and Poochie scanning him and the girls trying to help.

Everyone jumped at Peter's shout before they saw him looking around rapidly.

"Peter, are you alright?" Ken asked in concern as Peter took a few deep breaths.

"I-I think so."

"What happened?" Karou asked in confusion.

Miyako nodded. "Yeah, you were screaming in pain before you blacked out."

"And why did you just scream Web?" Momoko was puzzled by that one.

"I-." Peter stopped wondering what he was going to say. '_I had a crazy dream where an old woman was trying to warn me of a great evil and I saw various different versions of me._' That just sounded crazy. "I don't know, but my Spider-Sense was going haywire-."

"Spider-Sense?" Poochie asked as everyone else looked interested.

"I never told you guys?" Peter asked in surprise as they shook their heads. "It's a sixth sense that I have, a small buzzing in my skull if you will, that goes off whenever I'm being followed, in danger or something bad is happening. How do you think I dodge all the bullets and melee attacks?"

"How do you forget to tell us that?" Ken asked in disbelief as Peter shrugged.

"It never came up in a conversation." He answered before standing up. "Plus it's basically my greatest weapon since it ties into my reflexes. So I really don't announce it."

"You sure you're alright?" Miyako asked as Peter nodded.

"Yeah, I think it was because I was hungry." Peter lied while wondering if he should try to figure out who this Web was talking about or if he should decide that it was a seizure induced dream... Then again he hasn't had any seizures before in his life, unless you count when he got bit by the spider and his DNA was being rewritten.

Ken, Poochi and the girls gave him looks that told him that they didn't believe him before he shook his head.

"So, shouldn't you girls be doing your homework?" Peter asked causing their eyes to widen as they forgotten all about it with what happened.

"Oh man, we're wasting time!" Karou ran to the table and yanked her notebook out before pencils spilled out. "Damn it!" She cursed as she reached down to pick them up.

"Slow down, Karou." Momoko told her as she was going just as quickly to get hers out. "We need to work together."

"Which problem do we do first?" Miyako asked in a panic before Ken coughed.

"Um... I suppose it's a bad idea to ask for a delivery run?" Ken asked causing the girls to glare at him. "I need to take something to Dad, but Poochie and I are busy with something important and I was going to ask Peter, but with how he collapsed earlier it isn't a good idea to send him alone."

"But we need to get a weeks worth of homework done by today." Momoko protested in panic.

"Relax, I can walk fine." Peter promised as he bent over to grab the suitcase that Ken pointed to before he heard the chairs scrape as all the girls got up.

"After what happened, we're not letting you go alone." Karou told him with her arms crossed.

Miyako and Momoko looked from Peter to their homework, before they sighed at the fact that they wouldn't get it done, leaving Peter to feel a bit guilty.

"Look, I won't let you guys copy my homework... But I guess I can help you with it-." Peter began before he was nearly crushed by hugs from the two while Karou smiled widely.

"Thanks Peter!" Momoko said to him.

"You rock!" Karou gave a Thumbs up since she wasn't into hugs.

"Thank you! Thank you! Thank you!" Miyako kept repeating herself before all three girls took off with the suitcase while Peter was gaping.

"Did they just manipulate me into helping with their homework?" Peter asked his cousin who was turned back to his computer.

"It seems so." Ken answered without any hesitation.

"Even I saw that coming." Poochie remarked causing Peter to do a face palm.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

"Oh what a sight, I'm so proud." Peter heard the Mayor say as he and the girls entered the construction sight of what had to be the largest tower in all of New Townsville. "New Townsville Tower will be the tallest tower in the city."

"Professor!" Momoko called out causing Prof. Utonium, Ms. Bellum and the Mayor to look towards them.

"Hi, where's Ken?" Prof. Utonium asked with a smile.

"He and Poochie are working on something so he asked for us to deliver this." Peter said returning a smile.

"Thanks." Prof. Utonium opened the suitcase to show quite a few pairs of shoes.

"Huh?" Peter asked in confusion.

"What are these for?" Karou asked with the same look.

Miyako shrugged. "They don't seem very fashionable."

Prof. Utonium chuckled at their comments. "They're Gravity Shoes, my latest invention."

"What are they?" Momoko asked curiously.

Prof. Utonium smiled before looking at Peter. "I got the idea from Peter's wall crawling as he calls it and designed these for construction workers so they can stay on hard to work areas, considering we had quite a few close calls with the wind from being so high up."

Peter looked at the Gravity shoes with mixed feelings. "Normally I wouldn't be happy with someone else having my adhesive bond or as I call them for fun 'stick-em' powers, but I can see how these workers could need them-." He stopped talking when he saw Jonah Jameson walking into the construction site. "God must hate me."

"What?" Prof. Utonium asked before Karou turned to see Jameson.

"It's that guy who keeps bad-mouthing Peter on the News." Karou said causing the Professor to turn to see Jameson talking with some of the workers on break.

"Oh right, Jameson asked to see me." The Mayor said with a sheepish look. "Wanting to talk about Spider-Man and I figured I could help set the record straight."

Peter smiled a bit, he was a little apprehensive to the Mayor knowing his identity, but it was nice having the man appoint him as New Townsville's protector along with the girls.

"He must've got tired of waiting in City Hall." Ms. Bellum stated causing Prof. Utonium to nod.

"Come on, Girls." Prof. Utonium gently ushered them to the elevator. "You too Peter." He didn't want them to be around for when Jameson started the rant he most likely had prepared.

"What is with that guy?" Momoko asked as they got into the elevator.

"Personally, I think a spider bit him as a kid and he hasn't let it go." Peter remarked dryly as the elevator started up.

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"Mr. Jameson, how can I help you?" The Mayor asked with a smile as Jameson walked up to him after being told by the workers where he was.

"I came to request for a warrant for Spider-Man's arrest." Jameson said with no hesitation at all. "Mr. Mayor, believe me when I say that he is a menace that must be stopped."

"Actually I met him." The Mayor told Jameson. "He's a pretty nice person."

Jameson snorted at that. "That's what the web head wants you to think so you'll let your guard down. He is hiding his true colors."

"Mr. Jameson, crime has gone down ever since his appearance along with the girls-." Ms. Bellum began before Jameson interrupted.

"That's because the masked menace is in cahoots with these criminals!" Jameson ranted angrily that they didn't get it. "It's obvious that he cuts them some deals to where they lie low before he'll show everyone what he really is and without knowing who he is-." Jameson stopped talking when he saw the Mayor look away a bit. "You know who he is?!"

"I believe this talk is over." Ms. Bellum came to the Mayor's rescue on this. "Now if you'll kindly leave."

Jameson clenched his fist in anger that these people defended the web head. '_They'll see that I'm right._' He thought to himself. '_When that menace shows his colors I will be there proving I'm right._'

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Next door to the tower inside of a broken down house, Mojo Jojo was looking at the Tower. "I remember when I used to have a nice view of the ocean." Mojo said lost in memories. "Maybe if I want to take over the world, this is not the best headquarters."

He looked at the floor to see a bunch of decrepit items and holes in the floor.

Then Mojo smirked as he looked back at the tower. "This tower is a more suitable place for my new headquarters."

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"Whoa." Peter got wide-eyed at the view from the top of the tower. "This is an amazing view."

"I think I can see the lab from here." Miyako stated causing nearly everyone to fall over.

"The lab's on a hill, of course you can see it." Karou deadpanned before looking back over the city. "But I can see my apartment from here and-... Are my brothers playing Basketball?"

"Look, there's my house!" Momoko pointed to the left. "It's so tiny."

"This reminds me of looking over New York from the Empire State Building." Peter said feeling a little nostalgic as the Mayor and Ms. Bellum came out of the elevator. "Only this time, I'm not sticking on a pole on the outside."

"Yes, you can see the whole city from up here." The Mayor said with a small, proud smile. "Just think all those people living in the city of New Townsville. Sometimes I get choked up just thinking about it and that is why taking care of New Townsville is so important and they all rely on you four to protect them."

'_Rely._' Peter looked back over the city still thinking how weird it was for people to actually like him. '_I won't let anyone down._'

Then Momoko gasped. "It's Mojo!"

Snapping his head around, Peter was surprised to see Mojo Jojo climbing up the tower with some Gravity Shoes, causing him to turn towards the Professor. "And this is why I had mixed feelings about those." He deadpanned causing the Professor to smile a bit sheepishly.

"It's not like I saw this happening."

"What are you smelly humans doing in Mojo's headquarters?!" Mojo snarled as he recognized the girls and Peter. "I claim this as Mojo Tower!"

"He's certainly ambitious." Peter remarked as he took his shirt off to reveal the uniform underneath. "You girls ready?"

"Let's kick his hairy butt." Karou said as the girls pressed their belt as energy surrounded them and they changed into their costumes.

"Blossom."

"Bubbles."

"Buttercup."

Peter just gave them a look. "You three really don't have to shout out your names." He deadpanned before pulling his mask on as Prof. Utonium, the Mayor and Ms. Bellum rushed to the elevator.

Mojo however was interested in their belts. '_So they need their belts to have powers? If Mojo takes the smelly humans belts then Mojo can win._'

"Girls, how about this time we catch him instead of sending him blasting off?" Spider-Man suggested as he shot a web line, but Mojo moved quickly, surprising him. '_Huh, he is getting better._'

"FIne by me." Buttercup remarked with a glare. "I'm tired of fighting him every day."

"Just try it you smell humans!" Mojo shouted as he lifted metal up and threw it as Bubbles caught them. "Mojo is getting smarter everyday!"

"You're a bad monkey!" Bubbles commented as she dropped the metal before flying at him, but Mojo moved to the side and grabbed her belt, pulling it off easily. "Wha?" Bubbles asked in confusion as in a bright light, she turned back to normal before she began to fall off the tower.

"**BUBBLES!**" Blossom flew after her quickly.

"I knew it!" Mojo remarked proudly. "You smelly humans can't beat Mojo now that he knows your weakness!"

Buttercup kept her distance knowing that if Mojo get's her belt, then she would be out of the fight.

"Yeah, what about me?" Spider-Man mocked, blinding Mojo with a strand of webbing.

"My eyes!" Mojo cried out as he tried to tug the webbing out.

"I'm sorry did i blind you?" Spider-Man asked in mock sympathy as he jumped on Mojo's back before pulling the cloak off. "Huh?"

To everyone's complete shock, Mojo was only two feet tall.

"Seriously?" Buttercup asked in pure disbelief as Blossom flew back up with Miyako to see Mojo.

"What happened?" Blossom asked incredulously as Miyako held her stomach, feeling sick.

"Grr, you smelly humans are making Mojo vey angry!" Mojo ranted as Spider-Man picked him up.

"Man you are tiny, little guy." Spider-Man said with a chuckle before his Spider-Sense went off as Mojo managed to throw him into the crane, causing a noticeable dent. "But he is strong." He groaned out in pain.

Throwing his cloak back on, Mojo snarled at the girls, before he noticed Miyako's belt missing before Spider-Man tossed it to her.

"Thanks." Miyako said gratefully as she put it back on and turned back into Bubbles.

"Grr. **LEAVE MOJO ALONE!**" Mojo Jojo shouted as he began throwing more construction materials at him.

"Stop being evil and we will." Blossom deadpanned as she and the other girls easily knocked the stuff away from them, while Spider-Man was doing his best not to get hit by them.

"We'll give you a banana if you're good-." Spider-Man was cut off by one of the beams slamming into him, causing him to wince as he felt something crack and he was nearly sent flying off the building. '_Why am I the only one getting injured?_'

"Spider-Man!" Bubbles shouted as he groaned.

Buttercup managed to land a punch Mojo back a few feet. "You alright?"

"Just give me a second to catch my breath." Spider-Man told them wanting to just fall unconscious before he heard Blossom gasp.

"Professor!"

Eye's widening under his mask, Spider-Man peered over the edge to see that the beam that struck him also hit the elevator while it was going down and Prof. Utonium was falling to his death.

"**NO!**" Spider-Man jumped off the building after him, his only intent was to save his Uncle and to make sure that Ken doesn't become an orphan.

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"Don't let him get too close." Blossom ordered as soon as Spider-Man jumped over the edge.

"Mojo Jojo will win this!" Mojo declared as he flew at them but Buttercup smirked as she spun around kicking him in the gut. "Ooh."

"Just try it, Monkey Breath!" Buttercup told him with a smirk.

"Grr." Mojo decided to go after Bubbles, intent on getting her belt again.

"Stay **AWAY!**" Bubbles shouted as sound waves erupted from her mouth blasting Mojo back a few feet before she covered her mouth in shock.

"Whoa." Blossom flew to Bubbles. "What was that?"

"I-I don't know." Bubbles replied wondering that herself before Buttercup groaned.

"Man Blossom has Heat Vision and you have a scream attack?" Buttercup asked in disbelief. "What about my special power?"

Mojo groaned as he held his ears before Bubbles narrowed her eyes.

"**BAD MONKEY!**" Bubbles shouted and the soundwave blasted him into the air screaming.

"So much for catching him." Buttercup deadpanned causing Bubbles to giggle sheepishly.

"What?" Blossom asked cleaning out her ear in pain.

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Putting his arms to his side, Spider-Man increased his speed before grabbing the Professor and he did a quick flip before shooting a strand of webbing to slow their descent right as the Professor's feet touched the ground.

The Professor swallowed nervously. "It sure is a lot faster on the way down."

Spider-Man chuckled at the joke. "That it is Uncle Utonium." He said letting go. "Now I'm going to see if the girls need anymore help-." He was cut off by his spider-sense going off and he turned to see the elevator wire breaking. "Oh crap!"

Moving quickly, Spider-Man went to shoot some webs only for his web shooters to hiss.

"Now I know someone hates me." Spider-Man muttered before he came up with a suicidal plan and jumped in the path of the elevator, before planting his feet to the wall with his adhesive bond.

"**PETER, WHAT ARE YOU THINKING?!**" Professor Utonium shouted as the elevator slammed into Spider-Man who held onto it as he was skidding towards the ground.

'_Come on Spidey, you can do this._' Spider-Man thought in pain as this combined with being hit with the metal beam was taking its toll, Spider-Man was surprised when he felt the elevator slow down. "Holy crap, I did it-?" He asked before he sighed at seeing the girls holding the rope above the elevator. '_Of course._'

"You alright?" Blossome asked as Spider-Man jumped to the ground, panting.

"Just winded." Spider-Man lied, feeling very underpowered right now. "I am never pulling a stunt like that again."

"You're right about that." Professor Utonium marched up to him. "What were you thinking?! You could've been killed doing that!"

"Heheh." Spider-Man chuckled sheepishly. "But I ran out of webbing and I-." Then Spider-Man did a face palm. "I could've used a web grenade, I'm still not used to having those."

"Peter, just don't do something like that again." Prof. Utonium said with a worried look.

"Oi, I can take care of myself." Spider-Man had his arms crossed.

"Well, thank you." The Mayor said gratefully to being saved. "If it wasn't for you or the Powerpuff Girls, we wouldn't be here right now."

"No problem, Mr. Mayor." Blossom said with a smile.

"It's what we do." Bubbles told him with a giggle.

"Where's Mojo anyways?" Spider-Man asked looking around for the monkey.

"Bubbles developed a sonic scream power and sent him flying." Blossom explained, missing Buttercup's look.

'_What's my special power?_' Buttercup thought to herself wondering if it would be as cool as Blossom and Bubbles.

"... At the rate we're going, we'll never turn him back to a normal monkey." Spider-Man deadpanned, before he sighed, wincing due to the pain in his chest and he was grateful that he was wearing a mask.

"Well, not the way we could've spent the day-." Spider-Man's eyes widened. "Crap, girls you need to get back to the lab."

"Huh?" Bubbles asked in confusion before Buttercup's eyes widened.

"**THE HOMEWORK!**"

"Oh no!" Blossom panicked before she took off with Buttercup following behind before Bubbles grabbed Spider-Man and took off with him after them.

"Homework?" Prof. Utonium asked in confusion.

The Mayor shrugged.

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Peter winced as he looked at his chest in the bathroom to see a huge purple bruise and he knew that he was lucky that it was only a support beam that hit him.

Then he saw an old scar from when Vulture knocked him out during the time he was just trying to get a picture of him for a reward for the Daily Bugle as well as a light scar from when Electro nearly barbequed him.

'_I really need to be more careful._' Peter thought as he put a shirt on before exiting to see the girls struggling with their homework.

"Any luck?" Peter asked as he sat down across from them.

"No." Miyako muttered in exhaustion.

"I found a few answers." Momoko put in with a yawn.

Karou just looked annoyed. "This sucks."

Chuckling to himself, Peter pulled out some paper and began to write some ideas on stuff he could use to make him a more efficient crime fighter before he paused as he considered something.

'_My Spider-Sense warns me of danger... I wonder if I can use it to create tracers._' Peter thought as he started writing ideas down. '_Considering how we keep losing Mojo Jojo or sometimes a crook gets away, having a tracer would be a good idea._'

"Hey Peter, can you please help us?" Miyako pleaded, causing Peter to chuckle as he ignored the pain on his chest.

"Sure thing." Peter said as he looked over their work to see what they had done.

His Spider-Sense went off as he heard Web's voice.

'_Be ready Spider-Man._' She said like she was straining. '_Don't give up._'

Shaking his head, he turned back to the girls to help them.

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"Uh is this safe?" Flint Marko asked as he was strapped to a chair by a man with dark hair.

"Not really." The man said with a smirk. "The Big Man is giving every resource to help me create the next generation of criminals but no one said that it wasn't dangerous."

"Who are you anyways?" Flint asked not feeling so sure anymore.

"My name is Miles Warren, but most people call me The Jackal." Dr. Warren introduced himself before he turned to leave the room. "Now if you feel any pain, please be free to scream."

"Wait, what?" Flint asked as the door closed behind Warren before energy seeped through the chair he was in and radiation came through the walls. "Ah. Gah... **AGHGGHHHHHHHHHHH!**"

Dr. Warren was taking notes as Flint screamed in agony and his skin was swelling up. "Fascinating." He said before Flint's body exploded, but instead of blood and guts, the walls and floor was filled with sand. "Very interesting."

"_Is he alive?_" A voice asked through the intercom.

"I don't know-." Dr. Warren answered before he saw the sand moving before it all came together to make a human shaped form. "He is a being made out of pure sand. Incredible."

"W-What happened to me?" Flint asked as his arm broke apart before sand raced up his body to fix him. "What did you do to me you crazy doctor?!"

"I gave you power." Dr. Warren answered as he entered the room with a smirk. "Power to do what you want and take what you want. Now how would Spider-Man fare against you?"

After a second, Flint had his own smirk at that thought.

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After the girls left, Peter was sitting in his room looking out the window. '_I'm really beginning to adjust to life here._' He thought to himself before feeling a pang in his chest and it wasn't because of the bruise. '_But I still miss Uncle Ben and Aunt May._'

Looking at his desk where he threw his costume, Peter began to wonder why he was even Spider-Man in the first place.

At first it was to make up for what happened to Uncle Ben, but then his Aunt died because he wasn't there for her and now that he's in Japan, he's on a team with three teenage girls who are slowly becoming like sisters to him.

When he got to Japan, being Spider-Man was the furthest thing from his mind and now it's becoming natural again.

Then there was that weird dream about this Madame Web.

Frowning in thought, Peter turned to the Chemistry Set that he managed to buy for his web shooters and began to make some more webbing. '_I wonder if the Fantastic Four or the Avengers go through this kind of stuff._'

It only took eight minutes to finish up and he was planning to go to bed but he stopped as he looked out the window before smiling.

'_Maybe a quick patrol._' Peter thought as he jumped out the window and swung off using the trees to head to New Townsville as he gave a shout of joy at the speed he was going.

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Professor Utonium was up doing research on how Miyako lost power from when the belt came off. '_This isn't good._' He thought as he was mentally working on a way to prevent this from happening again.

**To Be Continued...**

** Hope you liked this chapter and I figured that bringing the Jackal in to be the one that created Spidey's rogue gallery was a good idea for this.**

** Plus I hope that people enjoyed the reveal of Bubble's special power as well as the cameo of Madame Web.**

** Now I know that Spider-Man is the only one getting injured right now but that's to be expected with the three powerhouses he is literally teaming up with and it will be like that for awhile.**

** I will bring slowly bring the Marvel Heroes to Japan for an adventure or two before they head back to New York as well as have Spidey go back to New York for a reason... Once I think of it, that is.**

** I bet you can guess what the next chapter will show right?**

** Plus their belts while it is their source of power I figured it could be a good weakness because without their belts they couldn't transform and without their belts, their powers would shut off, therefore they have to be careful in fights because of that.**

** Alright, review time!**

** NightMaster000: Thanks and I hope you enjoyed this chapter! And whether the Big Man is Tombstone or not remains to be seen. Plus I figured it would make things interesting with Max and Peter being friends before the whole Spider-Man and Electro thing. Mimi and Bell? I may bring them in because that does sound like a good idea. But I need to study their characters a bit so I can have them in character and since Jeff won't be around I guess I could have Mimi find a parent figure in Spider-Man to make things interesting. Bell will be a hard one but I think I might be able to pull it off. As for Nyx that would be pretty fun to do, but it'll also be a little confusing to have her and the Nyx from Renegades be different. I'll think about that one.**

** Coldblue: Good call on the Harem, but I'm not sure if I will do it, I'll let the poll decide after a few more days. Whether Spidey is going to be very lucky or doomed will remain to be seen due to that. As for the inventions, thanks and I have a plan for the AI later on (For the backpack). Then for telling the girls his list of enemies, he doesn't have that much. Vulture, Electro, Doc Ock and Cassidy (Before Carnage) and Sandman is about to be added. The girls will find out about Fury soon but for now they're being left alone by SHIELD. Hydra and AIM will be a different story altogether.**

** KirbyManiac2: Thanks!**

** Dizzy: Thanks and the Max Dillon thing was from my originality... Unless someone beat me to the punch in using it. But I thought it would've added more drama to the story for when Electro comes to Japan to go after Peter/Spidey. Having Kraven show up as Peter is Man-Spider would be a believable way for it to happen and the girls would have to protect both the civilians from the Man-Spider while protecting him from Kraven and both the Professor and Ken would be working on a cure for him. And I will take my time, for the first year or two in the PPGZ world they'll just be as close as siblings before one or all of them think of Peter as more because I want them to be friends first.**

** Alright, hope you enjoyed this chapter and I'm signing out!**

** Spidey out!**


	6. Chapter 6: Sandstorm

_**Chapter 06: Sandstorm**_

"Hot roof, hot roof!" Peter cried out as he hopped on one foot trying to switch to his civvies twelve minutes late for school, he decided to leave early and go on a quick morning patrol and he just happened to see a mugging attempt which turned into a full out ambush for people trying to get rid of him.

Peter didn't have any problem taking care of them, thanks to his reflexes and spider-sense, but it took a lot of time and now he was finally late for school.

'_Well at least I know that the old Parker luck is still the same._' Peter thought dryly as he ran into the classroom drawing everyone's attention.

"Late Mr. Parker?" The teacher asked as Peter was panting.

"S-Sorry, I forgot to set my alarm." Peter gasped out with a small smile.

"Take your seat and do the assignment."

Nodding, Peter sat between Momoko and Miyako while Karou was in front of him. "Why were you late?" Momoko asked curiously in a whisper. "We went to the Professor's lab and he said that you left early."

"I decided to do some early morning web swinging." Peter answered with a shrug as he started on the assignment. "Found someone being mugged only to realize it was a trap and at least fifteen people were waiting."

"An ambush?" Karou asked feeling like she missed out on a good fight.

"Yeah, but they were lightweights compared to other bad guys." Peter remarked with a chuckle. "But it was time consuming, by the time I was finished I realized I was late and had to hightail it to school."

"Why did you go on a patrol during a school morning?" Miyako asked in confusion.

"Because I like to web swing." Peter answered honestly. "It helps clear my head and I also take a few thugs off the streets. You girls may be fighting super villains like Mojo and Ock but someone needs to keep street crime to a down low as well."

"Maybe we can help with that?" Momoko offered before Peter shook his head.

"Have you three learned to hold back on your strength when you're not fighting super villains?" Peter asked with a raised eyebrow.

"No." Miyako answered sheepishly.

"That's why." Peter gave a nod. "Plus it's only street crime and I'm a natural at dealing with that."

"Would you four care to share with the class what it is you're discussing?" The teacher asked sternly causing the four of them to freeze as they realize that everyone was now looking at them.

"Uh, the Professor asked me to give them a message about the invention that he was making and I didn't want to forget to tell them." Peter lied easily with a smile. "That was all."

"Next time, wait until after class." The teacher remarked as everyone turned back to pay attention and Peter's Spider-Sense went off and he smirked as he 'accidently' dropped his pencil and bent over to pick it up right as a football sailed past his head and hit the teacher in the back, causing him to look over at a now sweating Ichigo. "Mr. Yoshi, I'll see you in detention."

Ichigo's eye twitched as he glared at Peter, who was trying to look innocent.

Karou chuckled at what happened while Momoko rolled her eyes, but she had a smirk.

Miyako was just looking out the window, unaware of what happened.

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"Dad?" Ken shook Professor Utonium awake as he groggily opened his eyes and looked around.

"Wasgoinon?" Prof. Utonium slurred a bit as he woke up and yawned. "Ken?"

"You fell asleep at the table." Ken remarked causing Prof. Utonium to smile tiredly.

"Sorry, I was just working on a way to fix the girls belt problem." Prof. Utonium explained as he stood up, his back popping a bit. "Since Mojo knows about it, I knew that we needed to fix it before he tried it again, or before anyone else figures it out."

Ken nodded at hearing that. "That's true, but you're exhausted." Then Ken looked a little off. "Hey Dad."

"Hm?" Prof. Utonium looked at Ken. "What is it?"

"It may be nothing, but is it just me or is Mojo Jojo getting smarter and better at being a villain?" Ken asked as Prof. Utonium frowned in thought before his eyes widened.

"No." Prof. Utonium said in a hoarse whisper as he ran to the data that showed Chemical Z's effect on Mojo, from when they had him there. "I forgot to study this."

"What?" Ken asked in concern as Poochie entered the room.

"Whats what?" Poochie asked feeling left out.

"When we had Mojo I took some notes on him." Prof. Utonium explained as a 3D image of the monkey showed on the computer. "I noticed that his intelligence was slowly rising, but I thought it was just a fluke on the machine due to what he thought evil was."

"So you're saying that the longer he has Z-Rays in him, the smarter he gets?" Ken asked in shock.

Prof. Utonium nodded. "Some day he may match Reed Richards in intelligence."

"Oh boy." Poochie muttered.

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"Yes!" Momoko cheered as she opened her lunch. "Octopus Dogs!"

"What is the story behind those?" Peter asked with a weird look as he watched Momoko dig into the hotdogs that were cut into the shape of an octopus. '_Seriously, how does someone make these for a person to like?_'

Momoko had a blissful look as she took another bite. "When I was little my Mom made a lot of animal shaped food and I took to Octopus Dogs the most." She answered taking another bite.

"Ooookkkaaaayyyy." Peter said looking away back to his plain sandwich while Miyako walked over to them along with Karou each having their own meal.

"Meatballs today." Miyako opened her lunch before looking at Karou. "I'm guessing you have eggs and bacon?"

"You know it." Karou had a fork out as she dug in.

"Wow, now I feel plain." Peter joked holding the sandwich up as he ate it. "I'm thinking about going on a quick patrol."

"Again?" Karou asked in confusion.

"Of course, not much to do and I like swinging around." Peter said with a shrug. "I made enough web fluid to keep me going for awhile."

"We can go with you-." Miyako offered but Peter shook his head.

"Thanks but swinging is I guess you can call it 'Me Time'." Peter explained with a chuckle. "I'm still used to doing it myself and I love getting the drop on criminals."

"If you're sure." Momoko said to him before turning back to her food.

"Alright, I'll see you girls later." Peter promised as he took off.

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"Wahoo!" Spider-Man shouted in joy as he did a double flip before he jumped off a building and swung through the city. "I love being me!"

It's only been a day since Mojo tried to claim New Townsville Tower for himself and his bruise was almost gone by now.

He was being truthful when he told the girls he could handle himself, but it was also because he didn't want any help with regular street thugs.

Sure, against people like Ock he will gladly accept their help, but if he couldn't handle a few normal thugs, then he has no right to call himself Spider-Man.

It could be because he hate's feeling weak compared to them, but then again he feels weak compared to the Hulk, Thor, Iron Man... Thing... Captain America... Wolverine... Man every hero is stronger than he is in some way.

Feeling his phone rang, Spider-Man answered it. "Hello, welcome to Air Parker, how may I help you?" He asked after seeing the number.

"_Air Parker?_" Harry Osborn asked with an amused tone.

"What? I think it's funny." Spider-Man defended himself before chuckling. "How are you doing Harry?"

"_Well, I made the football team._"

"Whoa! Congrats." Spider-Man told him as he jumped over a building. "How are you dealing with Flash and Kong?"

"_They're actually pretty tame._" Harry explained to him, wondering why he was hearing the air whistle through the phone. "_I think that they miss you even though they don't show it._"

"What do they miss?" Spider-Man asked in disbelief. "Me being their punching bag? Or calling me Puny Parker?"

"_Who knows._"

"... So your Dad must be proud." Spider-Man changed the topic. "Football team, rising popularity and you're getting good grades."

"_Actually he's been spending more time at Oscorp._" Harry had some resentment in his voice. "_I think he feels guilty because your Aunt had a pacemaker that was made by Oscorp and the fact that it failed-._"

"It wasn't his fault." Spider-Man said firmly. "It could've happened to anyone."

"_Try telling that to him._" Harry muttered before speaking in a forced happy tone. "_So how is it going in Japan? Did you get a girlfriend yet?_"

"Very funny." Spider-Man remarked dryly.

"_No seriously, you have a fresh start and you're an American in Japan, to some girls that's exotic._" Harry told him with a chuckle. "_So what about any friends?_"

"Well besides my Cousin Ken there's Momoko, Miyako and Karou-."

"_Alright, the first two names sound like girls._" Harry remarked. "_You dog._"

"Dude, all three of them-."

"_Three girls?_" Harry asked with shock in his voice. "_You are really moving up in the popularity cycle, Pete._"

"... It's not like that." Spider-Man muttered while shaking his head. "Those three are like little sisters and they're thirteen."

"_So you like younger girls?_"

"If you don't stop that, I'll hang up right here." Spider-Man threatened as he landed on the side of a building as Harry busted out laughing.

"_Sorry, it's been awhile since we talked so I have to do a little teasing._" Harry explained before he stopped talking for a few seconds. "_I have to go, football practice._"

"Alright." Spider-Man said as he looked down only for his eyes to widen as he saw Flint Mark kick down a door as he left a Jewelry store with two bags in his hands. "I need to go as well, it was nice talking to you bro."

"_You too._"

Putting his phone up, Spider-Man jumped down and landed on a nearby lamp post. "Marko? I was beginning to worry that something happened to you and you alleviate my worries by robbing a store?" He asked in disbelief. "You could've sent a postcard."

"Bug boy." Flint said with a smile, not trying anything which confused Spider-Man.

"Alright, what's going on?" Spider-Man asked cautiously as he looked over his shoulder even when his Spider-Sense didn't go off. "Is O'Hirn going to try to ambush me?"

"No." Flint dropped the bags and crossed his arms. "It's just me and you."

Spider-Man raised an eyebrow at his confidence before his eyes widened at seeing the time. "Alright, I'll make this quick because I have an appointment to keep." He said jumping forward to knock him out. "But it's great to see you're alive-." Spidey stopped talking as his fist went through Flint's chest and he was stuck while sand was pouring out. "What the hell?"

"Surprised?" Flint asked with a chuckle as he went to punch Spider-Man who had a hell of a time dodging due to his fist being stuck. "You thought you were all that with your powers, but lets see how Spider-Man can do against the Sandman!"

"Crap." Spidey muttered as Flint's fist turned into a sand hammer and slammed him into the wall, while his Spider-Sense was going off. "I know I'm in danger, thank you very much."

Shaking his head, Spider-Man jumped as two sand hammers cracked the pavement where he was.

"Geez, if you wanted a play date, you just had to ask." Spider-Man remarked as he dodged another strike. "Then again, if I wanted sand in my suit I would've gone to the beach."

"Always with the wisecracks, but you can't win." Flint remarked as he changed his body mass to grow to a huge size. "For I can't be hurt."

"... Mommy?" Spider-Man muttered as Flint went to squash him before they heard sirens.

"Look's like I'll have to cut this short." Flint said as he slammed Spider-Man into a nearby car. "See ya bug boy."

Grabbing his bag he took off as grains of sand, with the bag being carried with him.

Groaning, Spider-Man held his head as he looked up to see the same Officer that shook his hand the first time he met Flint in New Townsville. "You alright?" The police officer asked as he helped Spider-Man up.

"Yeah, just someone catching me off guard." Spider-Man muttered as he lifted his mask up to his nose and spat out sand. "How was I supposed to expect someone made out of sand?"

"This place is going crazy." The officer muttered at hearing that.

"Oh and thanks-." Spider-Man stopped in embarrassment that he didn't know the officer's name.

Sensing his plight, the Officer chuckled. "The name's Isamu Makoto."

"Thank you Officer Makoto for everything." Spider-Man said before seeing the time and he gasped. "And I'm late!"

"Late?" Officer Makoto asked as Peter took off web swinging.

"Sorry to cut this talk short but I need to be somewhere!"

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Peter groaned as he took off his mask to show a small bruise and hung his head in annoyance. '_Great, if the girls see this they won't let me out of their sight._' He thought bitterly. '_But I need to deal with Marko on my own. I can't expect to have them help me every single time._'

Shaking his head, Peter entered the school before he stopped to shake sand out of his shoes. "Man, this is just wrong." He muttered.

To his surprise, he saw that Lunch was still going on and he looked at his phone to see that he may have misread the time due to the fight with Flint.

"Alright, after school, I need to look for Sandman." Peter said while wondering just what happened to Flint. "Was he hit by a Black Z-Ray?" Then Peter shook his head. "No, if he was then Poochie would've contacted the girls, it has to be something else that I'm missing."

Raising his head as he felt his Spider-Sense go off, Peter turned to be slugged in the face by Ichigo, right where the bruise was.

'_Well, at least I don't have to worry about making up a story._' Peter thought dryly before he felt his gut being kicked as a crowd was now being drawn.

"You like that Foreigner?" Ichigo asked as he kicked Peter again. "You think you're all that because you come from another country?"

"Since when have I-?" Peter began before he was slugged again. '_Alright, if he keeps trying to hurt me, secret identity or not, I'll break his arm and be damned about consequences._'

Ichigo raised his fist only for a hand to grab it and he turned to be punched by Karou.

"Leave him alone!" Karou said angrily.

Ichigo just raised an eyebrow and laughed. "Really Foreigner?" He asked mockingly. "You can't defend yourself so you rely on a girl?"

A lot of people backed up on hearing that knowing fully well that Karou was one of the top fighters in the Martial Arts Class and the most Athletic girl in the school.

"What was that?" Karou cracked her knuckles angrily, wanting to pound this guy.

Peter put a hand against the locker to push himself up, knowing that he would be fine in a few minutes as he watched what was going on, before Momoko and Miyako came up.

"What's going on?" Momoko asked as she was about to hold Karou back from charging at Ichigo.

"This jerk started to attack Peter!" Karou stated causing the two girls to look to see the bruise on Peter's face before glaring at Ichigo.

"No one attacks our friend." Momoko told him as she got ready to help Karou.

"Anyone that does deals with us." Miyako finished looking angry which actually scared a few people, since they've only seen her smile around the school.

Ichigo was about to make a remark before a voice spoke up. "What's going on here?"

Everyone turned to see the principal as he surveyed the scene to see the girls standing protectively in front of Peter who was bruised up before seeing Ichigo glaring at him.

"Explain." The Principal ordered.

Ichigo went to make up a story about what happened when Karou beat him to it. "He just started to attack Peter for no reason at all!"

"She's lying!" Ichigo tried to say but the Principal looked around to see if anyone else would say anything and when they didn't he looked at Ichigo.

"My office, now."

Ichigo glared at the girls and Peter before leaving.

"Man what a jerk." Momoko muttered under his breath before looking to see Peter picking up the items he dropped. "Are you alright?"

"I'm fine." Peter said calmly, trying not to sound ungrateful. "But you guys didn't need to do that."

"Didn't need to do that?" Karou asked in disbelief. "He was hitting you! Of course we needed to do that."

"Uh, Peter." Miyako spoke up sounding confused. "Why do you have sand in your hair?"

'_... Seriously?_' Peter thought at all the things that could've been brought up, he was not going to talk about his loss to Marko.

"A guy ended up throwing a bag of sand at me." Peter lied feeling a little guilty, but he didn't want them to be involved. "I'm more worried where he got it then being hit with it, truth be told."

Call it being prideful, but he needs to do this himself.

"So is Mojo causing any trouble?" Peter asked little too hopefully for a distraction as the bell rang.

"No, he's actually being pretty quiet." Momoko answered as they headed to class.

"Huh, first time for everything." Peter remarked as they walked in and sat in their seats.

While everything was going on, Peter began to think about how to deal with Marko. '_This will be different._' He thought with an intense gaze at his hands. '_Every enemy I fought I knocked them out with my fists... Except for Electro, I needed-._' Then Peter's eyes widened. "Water." He said outloud without realizing it.

"What?" Miyako looked at him like he was crazy and Karou turned around to give him a weird look as well.

"What does water have to do with the math problem?" Momoko asked as Peter went red and rubbed the back of his head.

"Uh nothing, I was just overthinking something." Peter lied again.

"Maybe you should see if you have a concussion." Momoko told him.

"I'm fine." Peter said with a smile. "It takes more than a punch to keep me down."

Peter began to write down the basics for a new invention, hoping to make it by the time Sandman showed his face again, but knowing his luck he has to take Sandman down before it was ready.

'_Well, at least it'll be ready for future encounters._' Peter thought dryly.

What he didn't know was that the girls were giving him concerned looks as he went from frowning in thought to looking exhilarated and focused.

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"So you didn't detect any Black Z-Rays?" Peter asked Poochie as he was eating at home.

Poochie shook his head. "Nope, if I had I would've called the girls on their belts." He answered with a shrug. "Why?"

"No reason." Peter said looking away know wondering how Flint Marko got his powers. "Just something seemed a little weird today, but I'll keep an eye out on patrol."

Poochie was giving Peter a weird look as he left. '_Maybe I should call up the girls-?_' He didn't get to think any farther when Ken called his name. '_... Nah, whatever it is he can handle it._'

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_Thwip._

Spider-Man swung through the city looking out for anything suspicious. "Marko... Polo... Come out wherever you are." He sang as he swung through the air. '_Alright, I don't know much about Sandman but I do know Flint Marko, where would he go?_'

Perching on the side of a building, Spider-Man cupped his chin in thought.

"If he's looking to be unbeatable he would be in a place full of sand like the beach or a desert." Spider-Man mused to himself. "But I don't think that's what he's doing, no he's trying to do what he's attempted ever since I started to stop him. Make his big score. But where-?"

Feeling a flash of inspiration, Spider-Man jumped off the building and swung towards a certain direction.

'_Please let me be wrong._' Spider-Man thought as he made it to city hall only to see bits of sand on the ground. '_Nope, I'm not wrong._'

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"Now Mr. Mayor, I won't ask again." Flint slammed his oversized sand fist on the desk, breaking it. "Give me the money in the deposit box."

"B-But that money is needed for the city." The Mayor protested trying not to crack.

"You think I care-?" Flint asked before a strand of webbing shot into his eyes. "What the-?"

"Ssh." Spider-Man mocked landing on the ground. "For shame Flinty, don't you know that this has already been attempted by other would-be crooks?"

"Would be?!" Flint snarled as he ripped the webbing off. "Alright bug boy, I've had it with your mouth!"

"But I always thought that was my most endearing quality." Spider-Man mocked as he dodged a sand mace that slammed into the ground.

"I'll squash you!" Marko roared as he ran at Spider-Man who jumped over him.

"Ole!" Spider-Man joked before landing on the ground. "Why do people always make the squashing threat? I mean, come up with something more original-."

Spider-Sense going off, Spidey did a matrix move as a sand whip barely missed his face before he jumped over another one.

"Geez, you're not one for conversation are you?" Spider-Man muttered before he was knocked back into a bookshelf next to the mayor. "Oh I'm going to feel that one later."

"Not that I don't appreciate the help, but can you take this outside?" The Mayor asked reminding Spider-Man that they were practically destroying the room.

"Sorry Mr. Mayor." Spider-Man apologized before he jumped out the window. "Hey Flinty, I think they have a small sandbox for you in Prison as well as a litterbox for you to use the bathroom, lord knows how you do it in a regular toilet now."

"Why you little-!" Flint rushed after him as the Mayor let out a sigh of relief before pressing a button and the Utonium Lab came up.

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"Professor!" Prof. Utonium looked up to see the Mayor on the screen.

"Oh, Mr. Mayor!" Prof. Utonium waved. "How are you doing this evening?"

The Mayor shook his head rapidly. "We need the Powerpuff Girls!" He said quickly. "There's a man made completely out of sand trying to rob me and Spider-Man is fighting him, but his attacks are going right through him."

"Made out of sand?" Ken asked in confusion as the screen switched to a nearby street camera showing Spider-Man dodging swords made out of sand. "Isn't that Flint Marko, the guy he always caught?"

"Poochie?" Prof. Utonium looked at the dog who shrugged.

"No Black Z-Rays Professor." Poochie confirmed before he focused. "I'm calling the Powerpuff Girls."

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"But seriously, don't you think that something is going on with Peter?" Momoko asked as all three girls were at a local placed called Annie's Shop. "He's been acting pretty weird the last few days."

"It could've been because of that Ichigo guy." Karou pointed out as the girls eyes narrowed at the mention of the boy. "Anyone would."

"True." Momoko conceded.

"But what about the sand in his hair?" Miyako asked curiously. "I don't think anyone would throw a bag of sand at him."

"With how crazy this city is becoming, it wouldn't surprise me." Karou said before they were cut off by their belts lighting up and beeping. "Yes, some action!"

They ran out, after paying before going down a deserted ally and they transformed.

"Blossom!"

"Bubbles!"

"Buttercup!"

Once they finished transforming, they took the computer part of their belt out to show the Mayor. "Once going on, Mr. Mayor?"

"Some type of Sand Monster fighting Spider-Man!" The Mayor said in a panicked tone. "There's a lot of damage and sand everywhere."

"Sand?!" The girls asked in shock.

"So it wasn't a bag of sand." Buttercup said wondering why Peter hid that.

Bubbles had a confused look. "But why would he lie?"

Closing the computer, Blossom looked at the girls. "We can worry about that later, right now he needs help!"

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"Hold still!" Sandman roared as he was trying desperately to hit Spider-Man who was dodging and twisting his body in different angles to not get hit. "I've had it with your interference!"

"And I've had it with sand in my costume." Spider-Man replied dodging another strike. "I mean it's creepy having bits of you in my costume-."

"**SHUT IT!**" Sandman managed to knock Spider-Man to the ground and was surrounding him. "I let this happen to me to beat you!"

"You let this happen?!" Spider-Man asked in shock.

"Of course, after that humiliation you gave me and O'Hirn at the Mall, I was livid." Sandman said in anger as the sand began to cover Spider-Man's body. "I wanted nothing more than to hurt you."

"Flint-." Spider-Man felt a twinge of guilt because he only did that to make Momoko feel better after what happened with Ock, but in doing so he created a supervillain. "Look I shouldn't have done that-."

"Oh you apologize because I'm about to win?" Sandman asked with a laugh.

"No, I'm apologizing for your nose." Spider-Man said confusing Sandman.

"What-?" He was cut off by Spider-Man punching through his head allowing Sandman to let him go as he landed right on a fire hydrant. "You little punk."

"Says the guy who just felt me up." Spider-Man shot back, hoping to make him angry. "I didn't take you for that kind of guy."

"**YOU LITTLE-!**" Sandman lunged at him but as Spider-Man jumped and shot webbing at the fire hydrant his eyes widened. "What?"

"How about a royal flush?" Spider-Man asked as he pulled the plug off and water gushed onto Sandman causing him to cry out as he turned to mud. "Huh, I wonder."

"Oh I am so going to squash you-." Sandman stopped talking when Spider-Man punched him into a wall. "T-That hurt?!"

"Interesting." Spider-Man smirked under his mask. "So when you turn to mud I can hurt you?"

"N-No." Sandman went to turn to sand to get away but due to being mud, he couldn't move fast.

"What's the matter Flinty?" Spider-Man kicked him back. "Not so tough when you're wet are you?"

"H-Hold still." Sandman turned his hand into a mud mace and nearly hit Spider-Man but the teen dodged and Sandman cracked the wall causing his eyes to widen.

'_Crap! Turning him to mud may help me out a bit, but it also makes his strikes stronger._' Spider-Man looked around before seeing the New Townsville Tower Construction site nearby and he formulated a new plan.

"Get back here, coward!" Sandman roared as he took off after Spider-Man.

"Come on, let's play." Spider-Man mocked as he landed in the construction site before seeing three different colored streaks in the sky. '_The girls? I have to move fast._'

Sandman lunged as Spider-Man flipped off of him and landed on the side of the building, where Sandman shot his hands forward as blades but Spider-Man weaved around them before he managed to lure Sandman behind the truck that had concrete mix in the back.

"Hey Marko, how would you like a statue in your honor?" Spider-Man asked as he shot a strand of webbing behind Sandman, making him turn around.

"Huh?" Sandman went pale as he saw the vehicle behind him. "No-!" He was cut off as Spider-Man destroyed the back and concrete poured onto him as he turned into a statue as the girls landed to see Spider-Man sitting on the statue Sandman's shoulder with his mask up to his nose spitting sand out.

"What do you think girls?" Spider-Man asked with a smile. "It's a masterpiece if I do say so myself."

Then he noticed the girls glaring at him.

"Uh... Why are you glaring?" Spider-Man asked, although he had a pretty good idea on why. "Did I do something wrong?"

"Do something wrong?" Blossom asked with a raised eyebrow. "Why did you lie about this and say that someone threw a bag of sand at you?"

"And isn't that the guy from the mall?" Buttercup asked recognizing the face.

"I had it handled." Spider-Man said with a shrug.

"That doesn't answer why you lied." Bubbles had a look of confusion. "We could've helped you-."

"I didn't need any help." Spider-Man told them.

"Spider-Man, we're a team-." Blossom began before their belts blinked and they turned on the phone to hear Prof. Utonium's voice.

"Lab now." Was all he said before he hung up.

"That didn't sound good." Spider-Man muttered.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

"Are you out of your mind?!" Professor Utonium asked sharply as the whole story was told back at the lab. "What possessed you to go after this guy by yourself?!"

"He's not the first supervillain I've fought." Peter snapped a little angrily. "I can take care of myself."

"You're on a team!" Prof. Utonium tried to say before Peter exploded.

"I needed to do that!" Peter shouted as everyone in the lab looked at him. "If I couldn't do that then I had no right to call myself Spider-Man!"

"Peter, what are you talking about?" Ken asked in shock.

"I-... I was trying to prove to myself that I could handle this." Peter said looking down. "Everytime I fought with the girls they ended up saving me and I was the one getting hurt, I needed to see if I could win this by myself! To see if I was good enough to not rely on the girls all the time."

"Are you serious?" Karou asked glaring at him. "You did that to prove something? Oh you proved something alright. You proved that you are an idiot."

Miyako nodded. "We would've understood if you told us."

"They're right." Momoko looked at Peter. "There was no reason for you to do this. You may be used to being a solo hero in New York, but you're on a team here and in order to be a team we don't lie to each other about stuff like this. Now if you told us we would've talked about it, but you went behind everyone's backs and pulled this."

"You may have more experience at this, but you are still my fifteen year old nephew." Prof. Utonium said sternly. "You are not to be Spider-Man for awhile-."

"**WHAT?!**" Peter shouted in shock. "You can't do that-."

"I am your Uncle-."

"My Uncle was Ben!" Peter shouted interrupting him. "You want to know why I do this? Why I really risk my life?! It's because it's my fault Uncle Ben died!"

Prof. Utonium blinked in confusion while Ken and the Girls looked confused at the sudden direction the conversation was going. "Peter, how could that be your fault? You had no way of knowing-."

"Because I turned my back on someone in need when I got my powers and the same person I let get away killed Uncle Ben." Peter told him as he looked down, never having told that to anyone before. "If I stopped him then Uncle Ben would've been alive. That's why I can't not be Spider-Man, even for a moment. Even if I die, I would die knowing that I helped someone keep their life."

Not saying anything else, Peter ran out of the room and out of the building before swinging into the city, not caring if he was wearing a mask or not.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

Prof. Utonium sat down and put a hand to his face. "I don't know what to do." He muttered, sure give him a scientific problem, he could solve that but talking to a teenage nephew he knew almost nothing about while said nephew moonlighted as a vigilante?

He needs to talk to an expert about that kind of stuff... The problem is there isn't one.

"That's why he's Spider-Man?" Momoko asked not caring for once that they heard his actual origin. "Because he feels responsible for what happened to his Uncle?"

"That's stupid." Karou snorted. "He didn't pull the trigger, the only guy to blame was the burglar."

"Try telling that to him." Miyako pointed out. "It does make sense a little."

Momoko looked at her. "How so?"

"By feeling responsible for his Uncle Ben, he is driven to be better for him." Miyako pointed out. "That's why he pulled this stunt, because he was beginning to think he wasn't good enough because of how strong our powers are compared to his."

"But he's an invaluable member of the team." Momoko said with wide eyes. "We wouldn't be the same without him."

"Maybe we should find him?" Karou suggested before Ken shook his head.

"I think we should give him time to cool off." Ken said looking out the window. "He's too upset to think straight."

0-0-0-0-0-0-0-0-0-0-0-0-0-0

After spending twelve minutes web swinging, Peter was on the side of an Electronic Billboard before he sighed. "They didn't deserve me yelling." He muttered under his breath. "Hell, they didn't deserve me lying either... Karou's right I was an idiot."

Looking over, Peter saw the property damage from the fight with Sandman.

"I bet the girls would've been able to beat him without causing any damage." Peter said before he groaned. "Alright I need to stop with the damn pity party."

Then Peter heard something he didn't need.

"I've told you people that Spider-Man was a menace." Jameson's face appeared on the Electronic Billboard he was sitting on. "You didn't believe me but what about the property damage he caused? With all you hardworking citizens paying for property damage? Unlike true heroes like my Son the Astronaut, the Avengers, Fantastic Four or the Powerpuff Girls this man is a menace that will keep causing trouble!"

"**SHUT UP!**" Peter shouted at the screen, despite it being useless. "**I'VE HAD IT!** I tried to do the right thing for Uncle Ben but people hate me. I probably destroyed whatever trust I had with people who don't because of that stupid stunt... Funny how this afternoon I loved being me, now I hate it."

Shaking his head, Peter just put his mask on, and swung some more to let out all the frustration he had.

0-0-0-0-0-0-0-0-0-0-0-0-0-0

Three hours later, Peter entered the house to see Prof. Utonium still up, while Ken and Poochie were asleep.

"Peter, the girls headed home already." Prof. Utonium said looking up to see Peter look down guiltily.

"I'm sorry." Peter apologized looking down. "I shouldn't have done that and I shouldn't have yelled at you... I'll stop being Spider-Man if you want me to-."

"Stop right there." Prof. Utonium said, causing Peter to look at him in confusion. "I know I have misgivings about you being Spider-Man, hell I have misgivings about the girls going out, but they're bullet proof and the only defense we have against people affected by black Z-Rays. Now that I know why you're Spider-Man and that you aren't just doing this for the 'thrill', I'll support you."

"You thought I was doing this for the thrill?" Peter asked in shock.

"What other reason could I think with a teenager putting on spandex to fight crime?" Prof. Utonium asked incredulously.

"... Point." Peter conceded with a nod.

"Alright, but I have some conditions." Prof. Utonium said looking at Peter. "One, if you are doing this, I want you to keep doing well in school."

"Deal." Peter accepted, since he was doing well already.

"Two, you are to be wearing more protection than Spandex." Prof. Utonium said sternly. "I don't want you to be hurt by bullet wounds or stab wounds, so we're going to be designing a more suitable uniform for you."

"... It'll look the same." Peter told him with his arms crossed. "The costume means something to me so if we're going to be working on it, the color scheme will stay the same."

"I'll let that slide." Prof. Utonium agreed easily. "Three, you are to be home by Eleven each night, it can be Twelve on weekends, no exceptions."

"Yes sir." Peter wasn't too keen on the curfew due to how Aunt May put one for him, only to fail at keeping it, but he'll try this one.

"Four, I have every say in if you are to be Spider-Man or not due to the extent of the injuries you may acquire."

"Sounds reasonable." Peter admitted. "Is that all?"

"No, the fifth and final condition is that you are to fight with the girls if it's a Supervillain, regardless of it being an enemy from your past, or a new one!" Prof. Utonium looked at him. "You were hurt badly from Octavius and this Sandman worries me-."

"I'm actually thinking of a cryo weapon for Sandman." Peter interrupted with a smile. "Just in case I do run into him again, I figure I could use it to freeze him solid."

Prof. Utonium had an intrigued look. "Any other ideas?"

"Loads." Peter said feeling happy that the worst part was out of the way. "Retractable talons for the suit if we're making a more suitable one, maybe a flare to shoot out of my web shooters if I was ever seperated from the girls, an alarm for my web shooter to let me know if I'm running low on web fluid, something I like to call a tracer that tunes into my Spider-Sense-."

"Spider-Sense?" Prof. Utonium asked curiously.

"Oh I never told you?" Peter figured Ken or the Girls, would've told him, as he began to explain to Prof. Utonium about this sixth sense as they traded different ideas that could be used.

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"_So Marko failed?_" The Big Man asked Jackal on the phone.

"I'll be sure to find a way to punish him-." The Jackal began only for the Big Man to cut him off.

"_No need, I wasn't expecting him to win, just focus on Project Rhino._"

Jackal grinned maliciously. "Will do Big Man, will do."

**To Be Continued...**

** Man oh man, this was a tough chapter to type.**

** Now I know that some people will probably be asking me why I had Peter act like an idiot with the fight agaisnt Sandman instead of calling the Girls, but the way I see it, it would be in Spider-Man's character to try to do it himself instead of relying on someone to bail him out all the time.**

** But he won't be doing it that much considering what happened, he'll be more of a team player in the next few chapters, but he will still have time to shine against many other villains.**

** Oh and as for my explanation for Mojo, I figured it was believable for his Canon aspect to happen in the beginning since he was just exposed to a Black Z-Ray, but in my version the longer he has Z-Rays running through him, the smarter he gets.**

** That's why I hope I have it believable with him slowly changing until he will be one of the greatest threats in this story.**

** Alright, Review Time!**

** Coldblue: Well for right now he's using the belt from the Amazing Spider-Man movie, figured it would work, and thanks I wasn't sure how people would've reacted with how they were panicking. As for a supervillain organization stealing them, I figured it would only be keyed to their DNA, so only the girls could use them. And like I said, I don't want to make the girls to powerful because otherwise there wouldn't be a story, it would be more like a slaugther for the villains, figuratively of course. Sorry about not having Sandman fighting the Powerpuff Girls, but I figured I could save that for next time. And I hoped I had Sandman's powers believable because it was hard to think about how to make Spider-Man beat him before I said screw it and took the canon win at the end. 1) He will still keep some stuff in his belt, but the web shooters and the backpack will be as good of a place as any. 2) I'm going to wait until longer because I want to introduce a lot of criminals for Spidey to fight before he gets his power-up, although he'll stand a better chance with the different weapons he'll make. 3) Didn't Jameson create Scorpion because he hated Spider-Man? Although I don't see him putting the Mayor's life at risk because of it. He'll try to create more trouble for Spider-Man just not the Mayor. 4) Trust me, I am not doing the tongue thing from the old cartoon, that just weirded me out. I have something planned already. As for Mimi and Bell, those are some very good ideas.**

** NightMaster000: We will see more of Madame Web and I'm pretty sure people have a good idea on who the warning was about. Princess and Annie may or may not find out about their other sides, or they may not. It depends on what happens in the story. As for Mimi, Bell and Nyx I'll have to work on bringing them in, but if they join then Spidey will be the only guy on the team... That would be hilarious to type. I don't know about the Music Meister parody but I have two Marvel Villains that I will rewrite with Black Z-Rays bringing them back. The first one may appear in the seventh chapter.**

** KirbyManiac2: Thanks!**

** 777-Dizzy: Thanks and yes the Sinister Six will be coming because I always liked the stories about them fighting Spidey due to them pushing him to his absolute limit. And I always wondered if the belt could transform them why couldn't it be a weakness? Anyways the Professor will work on that in his spare time as well as help Peter be Spider-Man at the best of his abilities.**

** Now I have a question.**

** When I bring in the Rowdyruff Boys, should I have Peter's clone be Kaine or Jessica? It can't be both because Jackal needs to create one of them, along with Ben for it to truly be Spider-Man.**

** Alright and I'm signing out and the Poll is done... Look's like it's just one girl.**


	7. Authors Note

Uh sorry about the mix-up with the poll, I wasn't awake when I typed that, I meant to say that the harem won out.


	8. Chapter 7: A Fuzzy Situation

_**Chapter 07: A Fuzzy Situation**_

Alexander O'Hirn swallowed nervously as he waited in a room before Dr. Miles Warren or as he prefers, the Jackal. "So this is legit?"

"It is." Jackal promised with a smile. "Your partner Flint Marko is superpowered although he was jailed by Spider-Man despite it."

"If Marko can go through this then I can." O'Hirn said with a determined expression. "Anything to squash the bug."

"Oh that's what I was hoping to hear." Jackal said with a grin.

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Things have been... Tense, for a better word, between Peter and the girls after the Sandman incident.

Sure he went behind their backs, but it's been two weeks now and they still haven't let it go.

Well, Miyako was acting friendly with him, leaving Peter to be grateful that she's trying.

Momoko was trying to see his point while telling him that he should've told the team that way they wouldn't be left in the dark.

Karou was just angry at him, no words needed to be said about that.

But the whole thing did help Prof. Utonium and Peter find a way to bond in making gear for him to be Spider-Man to the best of his abilities and even Ken participated in it for fun when they weren't studying Chemical Z.

Of course today, the girls were visiting the lab while Peter was finishing up touches on new versions of his Web Shooters, his uniform was in a trunk right now.

"So... Anything interesting lately?" Peter asked hoping to break the tension.

"You mean besides you going behind our back?" Karou asked not taking her eyes off the game.

"Geez, how many times do I have to apologize?" Peter muttered as he tightened the screws on the web shooter. "It's been two weeks already."

Karou went to make a retort when Poochie ran into the room barking. "Guys, I'm sensing Black Z-Rays coming from the Mountains."

"On New Townsville Peak?" Miyako asked curiously as Ken walked in followed by Professor Utonium.

"We should go investigate then." Prof. Utonium said with a nod. "After all it's better to be safe than sorry."

"I wonder what it is." Ken wondered as they left the room.

"Who knows, maybe it's a werewolf." Momoko said with a dreamy look.

Peter felt his eye twitch. "Please tell me you don't watch Twilight."

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Now Peter was annoyed as he listened to Momoko, Miyako and Karou singing. "Going on a picnic, la-la-lalala." They were saying in perfect unison.

It didn't help that Prof. Utonium decided to pack a picnic basket, thinking that something like this would help Peter and the girls get over what happened with Sandman.

Thankfully, Ken spoke up. "We're not here to fool around." He said looking at the girls who were eating some snacks happily. "There could be a monster in these woods you know."

Chuckling, Prof. Utonium said. "Here's an idea, we work first, then go on a picnic."

"Okay!" The girls agreed happily before they began to sing again with Poochie putting in a word or two.

"Peter, sing with us." Miyako asked with a smile, trying to get him included as well.

"No thanks, I'm not a good singer." Peter said nicely when in reality, he didn't want to sing something like this.

"Who needs him to sing anyways." Karou retorted earning a glare from Peter.

Momoko looked between them and sighed. '_We really need to get these two to get along again._' She thought to herself.

But due to that, it was quiet in the car as everyone felt the tension between them.

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Poochie sniffed the ground while Miyako was picking flowers, Karou climbed a tree to see farther and Momoko was trying to catch a butterfly with a net, while Peter leaned against a different tree watching the scene.

'_Where the hell did Momoko get a net?_' Peter thought in confusion because he sure as hell didn't see her pack one.

"It's over here!" Poochie said as he took off running.

"Poochie!" Ken turned towards the others to say something when a sound reached them.

"Do you hear that?" Momoko asked in amazement.

Miyako grinned. "Music!"

"Why is someone playing a Banjo out here?" Peter asked, recognizing the tone of the instrument.

"No clue, maybe it's a hillbilly?" Karou joked as she and Peter grinned before remembering their issues with one another and stubbornly turned away from each other.

"Let's find out." Prof. Utonium said, wanting these two to already make up instead of arguing.

"Follow that melody!" Momoko said as the girls ran towards the music.

"You would think that they would transform first." Peter said as he went to follow them when Prof. Utonium spoke to him.

"Can you please make up with Karou?"

"I'm trying." Peter said looking at him. "But she turns away every attempt I try."

"She is pretty stubborn, Dad." Ken agreed with Peter on that one before sighing. "But it is getting tiring listening to the snide remarks all the time."

"Just don't antagonize her with any jokes." Prof. Utonium pleaded, knowing that Peter was going to if she made another remark.

"I'll try." Peter muttered as they saw the girls in view talking with a-... "Is that a pink furred thing in blue overalls?" He asked in disbelief.

"That's just weird." Ken remarked.

"Ssh." Prof. Utonium told them. "The last thing we need is to antagonize someone with Black Z-Rays."

"True." Peter conceded as they walked up in time to hear.

"The name's Fuzzy Lumpkins-." It took all of Peter's willpower to not bust out laughing at the ridiculous name. "And this here is my land so, **DON'T COME HERE WITHOUT MY SAY SO!**" He roared scaring everyone.

"Keep it down." Momoko muttered as she rubbed her ears while Karou glared at Fuzzy.

"Your land?" Karou snorted. "I don't see your name here anywhere."

Ken got in between them. "Excuse me, Mr. Lumpkin's sir, let me explain." He said gaining the creature's attention. "You've been mutated by a radiation named Chemical Z that came in the form of a Black Z-Ray. But don't worry we have a plan, the Professor can help you change back to normal."

Fuzzy furrowed his brow. "I don't gets it."

The Professor pulled out the small machine that he used to turn the girls back to normal the first time and aimed it at Fuzzy, bathing him in a light of multiple colors.

"Them lights are purty, now get off my land." Fuzzy said with a chuckle.

"Uh why isn't it working?" Peter asked in concern. "Shouldn't he be changing back into-... Whoever he was before?"

"I don't know." Ken answered as Prof. Utonium turned the machine off and sighed.

"I was afraid this would happen." He said gaining everyone's attention. "His chemical structure is compatible with the transformation, there's nothing I can do. This change is permanent."

'_Like how it could be for Mojo._' Peter thought as Fuzzy turned around to sit down.

"Now get off my property."

"Listen you fuzzball!" Karou went to charge at him as Momoko held her back. "You don't own anything-."

"Karou, listen." Prof. Utonium said getting her attention while Fuzzy began playing his banjo again. "I think we're dealing with a territorial creature, as long as we stay away from his land, I don't think he'll cause any problems."

"He seems quite peaceful." Ken remarked as they left.

"So what that's it?" Karou snorted. "What a boring monster."

"It is a nice change." Peter said with a smile. "After all it could've been a lot worse."

"I guess there's nothing for us to do." Momoko said with a shrug before she gasped.

Miyako caught on. "And that means."

Karou grinned widely as the girls jumped into the air. "It's picnic time, let's go!"

"Picnic!" Poochie barked in agreement.

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Peter laughed with everyone as they got the food out. "Oh man this is great!" He said biting into a Hot Dog.

"It is isn't it?" Momoko agreed with a smile.

"I love the fresh air." Miyako said putting a sandwich for herself together.

"And the scenery is nice." Karou said to Miyako.

Ken gave a nod as he began to eat. "I'm just glad that this ended peacefully."

"And I'll catch my dinner." Prof. Utonium stated holding up a fishing rod as they laughed, not noticing a fuzzy pink creature moving in the background behind them.

Peter went to bite an apple, when he paused as a familiar tingling sensation caused him to blink.

"Peter?" Momoko asked before Peter spun around and caught an arrow in midair. "Wha?"

"**HEY!**" Peter glared as he saw Fuzzy with a bow. "**WHAT'S THE BIG IDEA PINKY?!**"

"This here's my land." Fuzzy said, trying to hide his surprise at how Peter caught the arrow, even if he was aiming for the apple.

"Someone needs to teach this guy some manners." Karou said forgetting her anger at Peter over him nearly being impaled by an arrow.

"Look." Momoko said trying to be peaceful as she glared at the pink guy. "You can't go claiming the whole forest as your property."

"Can't y'all read the sign?" Fuzzy asked causing everyone to look confused.

"There's no sign!" Momoko said with her fists clenched.

"Yeah, show us you hairy fuzzball." Karou said as Fuzzy lifted an arm up before slamming his palm into a tree trunk to leave a handprint causing the ground to shake as the tree cracked.

"See that? That there marks my property." Fuzzy told them causing Momoko and Karou to go off.

"As if, you just put that there!"

Ken got in front of them looking nervous. "Cool it, he's a pretty big guy, so I don't think we want any trouble!"

"I've seen bigger." Peter remarked remembering the time he saw the Hulk.

"Alright, if we can't stay here then I suggest we go to the lake." Prof. Utonium said as Fuzzy left.

But as everyone went to follow Prof. Utonium, Peter looked back to where Fuzzy disappeared to. '_Something tells me this is going to get worse._'

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"I got one!" Peter pulled on his fishing line as Prof. Utonium did the same. '_Man I haven't gone fishing since Uncle Ben took me camping when I was seven._' He thought nostagically.

"I got a net." Karou said before pausing as she realized she just talked to Peter, but then she shrugged not caring anymore.

'_This really helped them._' Prof. Utonium thought with a smile as Miyako helped him with his fish.

"We're eating well tonight." Ken stated before Peter turned to see a reed heading for them.

"Hold that thought." Peter said as he picked up a rock he decided to take with them for something like this and threw it with all his strength, causing the reed to snap and a few seconds later, Fuzzy shot out of the water trying to breathe and cough out water. "Figured as much."

"T-This here's my lake!" Fuzzy coughed out.

"So where's the sign?" Momoko asked sarcastically.

Fuzzy pointed down and they looked to see that he made a handprint underwater.

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"Man I can't belive that guy." Karou muttered as they were all driving back to the lab. "Owning a public lake and forest? I should've just punched him."

"I'm with you on that one." Peter agreed with a nod before his eyes widened. "Oh come on."

Outside the lab and on some of the cars were the same handprints that Fuzzy used.

"This is getting out of control." Momoko said with a glare before looking at Miyako and Karou. "Come on girls, transform."

They didn't even bother with their battlecry as they pressed their belts.

"Go, I'll catch up!" Peter said as he ran in and pulled out his new suit.

It was a lot bulkier than what he was used to, but it definately had more protection than simple spandex would.

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By the time the girls found Fuzzy he was terrorizing people in a park with a bench over his head. "**GET OFF MY PROPERTY!**"

"Hold it!" Blossom said with a glare. "You attack New Townsville and you deal with us."

"And we have a score to settle with you!" Buttercup said with a smirk.

Bubble gave a nod. "So put down the bench-."

Fuzzy threw the bench and it smacked right into Bubbles and sent her flying into a building.

"Whoa." Buttercup looked shocked. "He's strong."

"Bubbles, you alright?" Blossom called as Fuzzy ripped a tree out.

"Yeah." Bubbles answered flying back to them.

"**GET OUT-!**" Fuzzy roared before Blossom shot heat vision at the tree causing it to combust and burn his hands. "Gah!"

Bubbles flew forward and shot out her sonic scream, pushing Fuzzy back a bit before Buttercup charged in with her fist back.

"Take this-." Buttercup said as she launched her fist only for Fuzzy to grab it easily. "Hey, let go-."

Fuzzy spun her around rapidly before slamming her into the ground causing a small crater.

"Ow." Buttercup muttered.

"I warned you rto get off my land." Fuzzy said as he raised his foot to stomp on her only to stop as he heard a sound.

_Thwip!_

"Wha?" Fuzzy was confused as a strand of webbing snagged his foot before he was kicked in the face by Spider-Man.

"Hey Pinky, sorry I'm late but you know how traffic can be." Spider-Man mocked as he shot a strand of webbing at Fuzzy's eyes. "Now be a good monster and stay down-."

Rip.

Spider-Man stared at how Fuzzy ripped his webbing in half and he made that batch enough to give the Hulk trouble.

'Oh shit.' Spider-Man thought before Fuzzy came at him and his Spider-Sense was screaming at him to move, quickly.

"Girls I think this guy is one of the few who can take the Hulk on." Spider-Man shouted as he jumped over Fuzzy and landed on his back.

"What?!" Blossom asked in shock while Bubbles flew down to help Buttercup up.

"This is mine!" Fuzzy started to jump around with Spider-Man barely hanging on his back.

_Bam!_

"**WHOA!**"

"Mine!"

Slam!

"**STOP!**"

"Mine!"

_Bang!_

"**I'M SERIOUS!**"

"All mine!"

_Bam!_

"**DAMN FUZZBALL!**"

"We need to help Spider-Man." Blossom said as she took off with the other two behind her.

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Spider-Man gritted his teeth as he hung onto Fuzzy. "Alright either you stop or I web you to the ground-." He was cut off as Fuzzy slammed back into a building nearly crushing Spider-Man.

'_If I wore the original suit I would either be dead or crippled by now._' Spider-Man thought in pain before Fuzzy slammed his hand into Spider-Man's armor. causing it to dent and push into him. "**GAH!**"

"My property and you're not welcomed on it." Fuzzy stated as he slammed his hand against the chest again causing a crack to appear on the armor.

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"Man for a big guy he moves fast." Blossome muttered as they looked around for them.

"At least he leaves a pretty big trail." Buttercup pointed out before Bubbles gasped.

"**PETER!**"

They looked to see Fuzzy repeatedly slamming his palm into Peter's suit before the chest ripped off to show his skin and he reared is palm back again.

"If that hits, he'll die!" Buttercup realized before she shot forward.

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"Now get off my land!" Fuzzy shot his hand forward as Spider-Man closed his eyes in pain.

'_I guess this is it._' He thought before he realized that the blow didn't connect and he opened his eyes to see Buttercup holding the palm back.

"Let go!" Fuzzy snarled in anger.

Buttercup glared at him with the same amount of anger. "Nobody hurts my friends." She said, not noticing electricity beginning to spark off her hands until Fuzzy began to spaz out as electricity swarmed hm. "Huh?"

"What happened?" Bubbles asked before Blossom spoke up.

"Worry about that later!" She said as she shot her heat vision at Fuzzy's back causing him to howl in pain. "Now Bubbles!"

"**GO AWAY!**" Bubbles screached and her sonic attack sent Fuzzy flying through the air.

"Nice." Blossom commented before they flew down to see Buttercup still looking at her hand. "Are you alright?"

"I-I think I got my special power!" Buttercup said with a smile as she focused and small arcs of electricity travelled through her fingers. "I can harness electricity."

"That's really cool." Bubbles told her before her eyes widened. "Peter are you alright?!"

Buttercup and Blossom stopped as they realized they forgot about him.

"Yeah I'm fine-." Spider-Man went to get up only to stop and grab his chest. "Gah, why do they always go for the ribs?!"

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Peter winced as he was bandaged up again. "That armor hasn't even been worn for an hour and it's practically destroyed." Prof. Utonium said in disbelief.

"I'm just grateful it kept me alive long enough for the girls to show up." Peter remarked before wincing again as he looked at Karou. "Thank you for that."

"No problem." Karou said before looking away.

"Are we cool?" Peter asked hoping for her to stop being angry.

"... Frosty." Karou agreed with a nod. "But if you pull a stunt like what you did with Sandman again, I'll make what Fuzzy did look like a vacation."

Peter swallowed nervously as Momoko spoke up. "At least you two are friendly again." She said with a smile.

Miyako nodded in agreement. "I think this calls for a celebration-."

"Actually what Peter needs is rest." Ken spoke up as Prof. Utonium gave a nod.

"And no being Spider-Man until those ribs are healed."

"Got it." Peter agreed since he could barely move without clenching his teeth in pain. "But we can still eat fish tonight right?"

Prof. Utonium chuckled. "Sure."

"Yes!" Poochie barked in happiness causing everyone to laugh. "Fish! Fish!"

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O'Hirn groaned as he woke up in pain. "Did it work?" He muttered seeing the Jackal in front of him.

Jackal gave him a once over before nodding. "It worked, you are now superhuman." He said showing a mirror and O'Hirn saw himself in a Rhino Suit covering every part of his body except for the face.

"Wha? **WHAT IS WITH THE SUIT?!**" O'Hirn shouted in anger before Jackal gave him a look, not at all intimidated by him.

"It's a prototype armor that is bullet proof, fire proof, it can't be cracked or destroyed while giving you strength to go up against the big guns of these 'Heroes'." Jackal explained causing O'Hirn to think about it. "So anything else?"

"Can I leave?"

"You need to get used to the suit first." Jackal told him. "Just give it a day or two before you can move around without pain."

"But I want to squash the bug now!" O'Hirn protested causing Jackal to chuckle.

"Oh don't worry Rhino." He said naming the new villain. "You'll get the chance soon enough."

**To Be Continued...**

** Alright I know it's been awhile and I apologize, so I won't waste any time and get to the reviews.**

** NightMaster000: Again, sorry mixing the poll results up and sorry about taking so damn long with this. Fuzzy was hard to type and I wanted to make his character one of the heavy hitters. As for how long? They'll find out soon. And I'll do an original chapter with Peter healing up from this.**

** Codeblue: 1) Well I had a prototype suit for Peter and it saved his life in this chapter, but it wasn't prepared to handle Fuzzy's strength which is why Peter was stunned each time he was hit in the chest, unable to move. 2) Oh don't worry, Peter will save the girls and have a bunch of chances to outshine them in the future. 3) They will and Peter will help them out with that. 4) If I didn't bring Goblin in then it would not be a true Spider-Man crossover in my opinion. 5) I think I'll show some of that in the next chapter while Peter is recovering. 6) They will meet Madame Web and I may do an arc that have them meet 2099, Noir, Ultimate and/or Amazing. 7) Is this a trick question? Of course they will. :D**

** Oh and thanks for the ideas on Mimi, Bell and Nyx's appearances.**

** Kirbymaniac2: Sorry about that.**

** Mr. S the Weapons Master: Thanks, glad to hear it.**

** SuperPower5: Sorry for the wait.**

** Zeke Graystone: I hope this was good.**

** Oh and for everyone's patience here are a few previews of future chapters.**

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"Wha?" Spider-Man stared in shock at how this man who was dressed like a Samurai from the Feudal era easily took down Mojo's giant robot with a freaking sword as he calmly sheathed it. "Who are you?"

The man looked at him. "They call me Jack."

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Peter was running to get to the Cafe on time before running straight into a teenager.

"My glasses!" The orange haired teen cried out.

"Sorry." Peter reached down and fumbled with them. "I didn't mean to do that."

"It's alright." The teen said as he put them back on and Peter's eyes widened.

"Haven't I seen you before?"

"Most likely." The teen held out a hand. "Dexter Boy Genius."

"Peter Parker."

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"Peter, fight it!" Blossom shouted as Man-Spider lunged at her before Bubbles blasted him back with her scream.

"We don't want to fight you!" Bubbles said in worry.

Man-Spider roared ans shot webbing out of his mouth at them only for Buttercup to grab it and pull forward.

"But if we have to we'll take you down."

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"**HOW MANY PEOPLE DID YOU JUST KILL?!**" Spider-Man held a man in a deranged Goblin outfit who was laughing wildly as a building fell over in flames ahead of them.

"Oh that?" He asked with a big grin. "That was just an empty building I blew up to get your attention." Then he held up another switch. "This however is built in to activate the bombs I got place in City Hall, the Preschool and the Utonium Lab where your Uncle is, Parker."

Spider-Man stiffened up. "What?"

"Oh yes." Goblin said with a laugh. "I know exactly who you are."

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"Can I keep him?" Bubbles asked holding a purple dog with black spots while Poochie was sniffing him.

"I smell White Z-Ray's on him." Poochie said causing Peter to approach the dog who smiled a bit nervously to show a big hole in one tooth.

Looking at the collar, Peter blinked in surprise. "Courage? Weird name for a dog."

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"Where are we?" A kid that looked like a skeleton in a grey hoodie asked as he looked at a red skinned girl with two lobster claws for hands, who shrugged.

"_**This is just perfect.**_" The kid's hoodie spoke up as an eye showed on the hood. "_**No idea where we are and your Mom is probably going to kill us.**_"

"Oh shut up." The Kid retorted.

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"This world will bow to Mojo." Mojo Jojo said as he managed to have the girls inside of an energy field that was draining their powers. "And no one can stop him."

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"Well, what do you think?" Peter asked showing off a black suit to the girls.

"Uh, what's with the change of colors?" Karou asked with a raised eyebrow.

"I got tired of the red and blue." Peter said with a shrug.

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Peter screamed in pain as an exact copy of him slammed what looked like a stinger erupting from his wrist into Peter's shoulder.

"Only one of us can live." The clone said with an insane look. "And it's going to be me!"

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"We don't need anyone!" Spider-Man hissed in anger as the girls were trying to restrain him.

"We?" Blossom asked straining for once on him. "Spider-Man, who's we?"

**All right that's enough of the previews. Some of them may change as I write the story but I think I left enough for people to be curious on what will happen.**

** Spidey out.**


	9. Chapter 8: Relaxation

_**Chapter 08: Relaxation**_

"Geez Matchstick, I'm alright." Peter said on the phone as he sat down watching TV.

"_Dude we saw how you were getting knocked around by a pink guy on the news._" Johnny said and while he would normally make fun of the guy's color he saw the damage the guy was capable of from the property damage. "_How are you still alive?!_"

"Upgraded my suit to take a beating." Peter replied before wincing. "I just have a few ribs injured, maybe broken so I'm not Spider-Man for the next few days. Just my luck to have to fight a Pink furred Hulk."

"_I wonder who would win in a fight between them._" Johnny said causing Peter to shudder.

"I pity whatever city that happens in." Peter answer as the girls came in. "So how's it going in the good ol NY?"

"_There was a riot at Rykers._" Johnny answered and after a slight hesitation he continued. "_Cletus escaped._"

"**WHAT?!**" Peter shouted in shock causing the girls to look at him. "Kassidy escaped prison?!"

"_Calm down, Daredevil is working on it alongside Fist and Cage._" Johnny told him.

"Calm down? You just told me that the Carnage Killer escaped prison and you want me to calm down?!" Peter asked rapidly. "I had trouble bringing him in and the guy has no powers at all. This man is insane."

"_Yeah but Daredevil has experience with people like him._" Johnny said before groaning. "_And I have to go, Paste-Pot Pete is trying to attack the Baxter Building... Again._"

"Huh, you have to give him credit for his dedication." Peter remarked as he hung up.

"What happened?" Miyako asked causing Peter to turn towards them.

"An enemy of mine just escaped prison." Peter said causing them to tense.

Karou narrowed her eyes. "Which one?"

"Cletus Kassidy."

They looked confused before Momoko's eyes widened in recognition. "That serial killer you caught in your first few days as Spider-Man?!"

"That's the one." Peter confirmed with a nod. "He isn't the usual criminal or a super-villain. He's just a person who kills just because he could. Because to him it's fun."

"But that's so cruel." Miyako stated with wide eyes.

"A lot of people are." Peter said getting up before he winced.

"You shouldn't move that much." Momoko told him sternly. "It's only been a day since what happened with Fuzzy."

"Speaking of which, did the search turn him up?" Peter asked curiously.

Karou shook her head. "No, for a giant pink furred guy, he knows how to hide."

"That's too bad." Peter muttered before frowning. "Whatever happened to Mojo anyways? It's been way too quiet the last month."

"Maybe he decided to stop taking over the world." Miyako suggested happily.

"As if." Karou said rolling her eyes. "That monkey made too many declarations of taking over the world that there's no way he will stop."

"I have to agree with Karou on that Miyako." Momoko said with an apologetic look at her friend.

"I wonder what's on the News." Peter remarked as he turned it on to show a reporter.

"And in other news today a company called Dex Labs has climbed from a no named town of Chicago and is now a major company soon to move to Japan." The reporter said before looking at the camera. "Here's Hatake with the weather."

"Dex Labs?" Miyako asked curiously.

"Never heard of it." Peter remarked as he changed the channel to show the fight against Fuzzy. "Huh-."

"And that Blasted Web Head-." Jonah began before Peter changed the channel.

"Shut up JJ." Peter said in annoyance.

"I really hate that guy." Momoko remarked with a glare.

"He really does have a personality to match his mustache." Peter joked causing Karou to snort while Miyako looked confused.

"I don't get it." She said considering History wasn't her best subject.

"It's nothing." Momoko said not wanting to explain it to her.

Peter shrugged and tossed the remote to Karou. "You can switch to the game if you want, I'm going to work on my suit."

"Are you sure you should be doing that?" Miyako asked as Peter moved while holding his ribs.

"I'm tired of sitting around doing nothing." Peter answered with a shrug. "Plus, I'd rather have it fixed for just in case something happens after I'm healed up."

'_And I hate waiting to heal._' Peter thought as he exited the room to the lab where his suit was on the table torn up. '_But I can use the time to make improvements to prevent this from happening again._'

With that Peter got to work on repairing the suit before he turned to see the girls in the room. "I thought you three were watching the game?"

"It wasn't anything interesting." Karou told him.

"Um, Peter." Miyako spoke up looking a little nervous. "Do you think you can teach us English?"

Peter blinked in surprise at the request. "Uh sure, but why?"

It was Momoko who answered. "Well we figured learning English would be a good idea just in case something happens to the translator that the Professor built you." She said causing Peter to think about that. "We could also teach you Japanese if you want."

After a few seconds of debation, Peter smiled. "Sure, it would be fun to talk to you three and other people without this damn thing in my ear." He said causing them to smile. "Plus if anyone I know comes from New York-."

Then Peter frowned.

"What is it?" Karou asked as he stopped talking and looked deep in thought.

"I was just thinking about Sandman." Peter said getting confused looks. "How the hell did he know Japanese anyways?"

Momoko's eyes widened in realization. "That's right, he only spoke English in the mall before you explained to us what he said."

Peter went to say something else when the doorbell rang.

Raising an eyebrow in confusion, Peter turned the camera on only to grimace when he saw Fury standing there. "Oh great it's him."

"Who's that?" Miyako asked curiously.

"Nick Fury the Director of the Strategic Homeland Inter-... Something." Peter explained looking a bit sheepish at not remembering the full name. "I just call it SHIELD for short... I may have forgot to mention that he approached me asking about your powers."

"**WHAT?!**"

"How does he know it's us?" Momoko asked in shock earning a look from Peter.

"The only thing that changes is your clothes." Peter deadpanned at her. "I'm surprised Jameson hasn't figured it out yet."

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While they were talking, Prof. Utonium opened the door and stopped. "Fury." Prof. Utonium said with smile.

"Utonium." Fury said in the same way in Japanese. "How's the son?"

"Fury, I've been your friend since Grade School and I know you well enough that this isn't a social visit." Utonium said with his arms crossed. "What do you want?"

"You know my job so you know why I'm here." Fury said with a look. "I spoke to your Nephew while he was still in New York but I need to speak with these three girls."

Utonium looked at him before sighing. "Come in."

"Dad, whose this?" Ken asked as Utonium led Fury through the house.

"He's an old friend." Utonium told his son. "Did you feed Poochie?"

"He already ate." Ken answered as he left.

"Ken is the spitting image of you." Fury stated as they continued towards the lab.

"He takes more after his mother in that department." Utonium answered with a hint of pride before looking at Fury. "You are still his Godfather you know."

"Trust me, putting me in charge of a kid is a bad idea." Fury told him with some humor that none of the heroes he deals with see's.

"Yet being in charge of an World Government Organization that keeps an eye on anyone who may be dangerous isn't?" Utonium asked before taking a closer look at Fury. "I think the stress is getting to you a bit, I remember you with hair and more of a smile."

"Things change in five years." Fury stated causing Utonium to nod.

"That it does." He agreed.

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"Wait, wait, wait." Peter held up his hands as Utonium introduced Fury to the girls. "You two know each other?!"

"Peter, who did you think your parents worked for?" Utonium asked earning a shocked look from the boy.

"My parents were SHIELD Agents?!" Peter asked with more shock.

"As much as I love going down memory lane." Fury said putting his usual attitude back up to Utonium's amusement, he looked at the girls. "I came to speak with you three specifically."

"What took so long anyway Fury?" Peter asked a little sarcastically causing everyone to look at him. "With me it took only a day for you to approach."

"You were easy to find." Fury stated earning a shocked look.

"But we weren't wearing any masks." Miyako said feeling confused.

"I did my own research." Fury said looking at them. "This Chemical Z that gave you powers has a hidden quality that changes brain waves."

Utonium caught on to what he was saying. "So thanks to Chemical Z, unless they tell anyone or someone sees them transform their identities are hidden?"

Fury gave a nod. "Got it in one Prof."

"Cool." Momoko said with a grin. "So it's like how glasses work for Superman."

Fury, already knowing about her obsession with heroes, just gave a nod.

"So what are you here to speak with us about?" Karou asked curiously.

Fury looked at each of them in the eye. "I'm here to tell you that SHIELD will be keeping an eye on you three." He said causing Peter to groan. "We do that to every Metahuman and Mutant."

"Why?" Miyako asked wondering what could come from that.

"SHIELD specializes in being the most paranoid Government Agency in the world." Peter explained, shaking his head. "They'll be keeping an eye on you because of your powers."

Fury nodded at that explanation. "To be ready for if you three turn-."

"**WHAT?!**" Momoko shot up in shock. "Turn?! But we're Superheroes not criminals!"

Miyako nodded in agreement. "We would never do that."

"Think about it this way." Fury said being blunt. "What if someone besides you three got the exact same powers? What if it was someone like Cassidy." Peter winced at that thought. "Or if someone like the Red Skull got those powers?"

"... He does have a point." Karou said despite herself.

"As long as you don't use them for killing or stealing, SHIELD won't bother you." Fury told them.

"Hang on." Peter looked at him. "What about Mojo and Lumpkins?"

"SHIELD is looking for them to put inside the Negative Zone Prison that Stark and Richards created." Fury explained. "Once we get through the political issues, we'll be doing the same to Octavius and Marko. Electro and Vulture are already there."

"A prison inside of another dimension?" Peter asked in disbelief. "And one where that Anihlus guy that the Fantastic Four fight lives in?"

"If another breakout happens then they won't have anywhere to go." Fury said causing Peter to nod at that before the man looked at Utonium. "I should be going."

As Utonium escorted Fury out to talk and catch up, Peter sighed before looking at the girls. "So you just met Nick Fury and survived, congratulations you're officially heroes in the eyes of the world." He joked.

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That night, Peter yawned as he watched TV, not tired enough to go to sleep.

And some weird show called Adventure Time was on.

It made him feel like he was on something as he wondered briefly whatever happened to the classic ones like Johnny Quest, The Flintstones and The Tick.

Shaking his head as he changed the channel he turned only to nearly jump out of the couch when he saw the girls reading some books at a table.

"I thought you three went home?" Peter asked in confusion at what they were doing back.

"You said you would teach us English." Miyako reminded him with a smile.

"But shouldn't your parents be worried?" Peter inquired.

"My dad think I'm at Momoko's." Karou said with a shrug.

"I told Grandma that I was at Karou's." Miyako had a smile.

Momoko gave a nod. "And I told my parent's I was at Miyako's for the night."

"For the night?" Peter questioned. "You three are sleeping here?"

"It's just like a sleepover." Miyako said in excitement.

"Come on Peter, it'll be fun." Momoko told him.

"Does Uncle Utonium know anything about this?" Peter asked with a raised eyebrow.

"He wouldn't mind." Karou said.

"Wouldn't mind what?" Poochie's voice caused them to turn and see him enter the room sleepily. "What's going on here?"

"Peter's teaching us English." Miyako explained to the dog who paused in thought. "And in return we're teaching him Japanese."

"Huh that sound interesting." Poochie remarked.

"Alright, so let's begin." Peter opened one of the books they brought.

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After two hours they decided to take a break and were just passing the time talking.

"So what are the Fantastic Four like?" Momoko asked curiously while Miyako was trying to get Karou to look at Fashion Magazines.

"Well there's Reed who is the leader and a fellow egghead." Peter said remembering the rumors about this man travelling to different dimensions. "He focuses so much on science that he shuts everything out."

"Kind of like what the Professor does." Karou said looking from Miyako to them.

"Yeah, then there's Susan or as she prefers, Sue." Peter chuckled. "Man she knows how to get Reed out of his lab and into socializing with people. Her powers are pretty cool as well."

"And I love her dress." Miyako stated remembering the fashion magazines that showed her.

"Third there's Ben." Peter remembered the Thing pretty easily. "Very strong, a sports fan and always speaks his mind, he's a male Karou, if you will.

"And he's strong." Karou had a grin. "Maybe I can get into an arm wrestling match with him."

Peter sweat-dropped at that one before continuing. "Then there's Johnny-Boy, he and I pranked each other a lot in the two month's I've been Spider-Man there."

"What did you do?" Momoko asked.

"Well first he managed to sunburn a message on my back while I was asleep so I snuck into the Baxter Building with a Fire Extinguisher and sprayed him while shouting 'Flame Off!'" Peter laughed at the memory. "Oh his face was so priceless I wish that I brought a camera."

"You miss being in New York don't you?" Miyako asked.

Peter looked down a bit. "Yeah." He admitted. "Don't get me wrong, I think New Townsville is cool and all but New York was where I grew up."

"Well we can go visit sometime." Momoko promised with a grin. "It would be cool to see there and you could show us the different sights."

Peter grinned at that. "I'd like that."

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Off the coast of New York a fishing boat was heading to the sea. "So how's the family?" A random guy asked his friend as they were watching the sky.

"Tch my wife cheated on me with an Oscorp executive and my daughter sits in her room listening to Michael Jackson Albums all day."

"For a dead guy he sure sells a lot of records."

"No shit-." The guy was interrupted as a knife sliced his throat causing his friend to freak out.

"Paul-." He was silenced as the another knife flew into his eye.

"Thank you for being so understanding in my need of your boat." A ginger haired man with a wide grin said as he laughed insanely the moonlight reflecting the bloodied jail suit. "I have this friend in Japan that I want to see, after all what would he do without some good old fashioned Carnage?"

He laughed as the boat disappeared into the night.

**To Be Continued...**

** Well I'm not sure how you all will take this chapter with Peter still healing but I hope you liked my theory on how most people didn't recognize the girls when they transform as well as Fury and Utonium actually being old friends.**

** Then there's Cletus escaping and making plans to go to Japan and you know things are going to get serious.**

** Now here's the Reviews.**

** Cabrera1234: Of course I am. But each of them will go on dates with other people first.**

** Majin Kurama95: Haha, so true.**

** Coldblue: 1) If it's about Billy's intelligence I actually plan to make him a bit smarter than his Canon self with a simple explanation... Grim got tired of his idiocy and made him a little smarter, not too much considering what happened last time when Billy became the smartest person in the world, but enough to where he won't be disgusting or dense. 2) Of course Dee-Dee will be alive, I will love doing the famous 'What does this button do?' Line in this story and Mandark is one of the reasons I wanted to bring Dexter in, to have more villains show up. 3) After the symbiote and Man-Spider which may or may not be around Chapter 20-24 or a little earlier... I plan to make this as long as I can. 4) Uh he hasn't met Black Cat yet in this story but I can try to work that out with her father in a part where he visits New York. 5) They will actually have some difficulty, not saying much because I want to show it in the next chapter. 6) Yes Ken will get a power. What it is will be revealed. 7) They will but not with the Rowdyruff Boys, I'm sorry but it just feels a little weird considering they're clones of the girls and all. But as for Buttercup and Bubbles what about Cody and Mitch? 8) I think I already answered that question.**

** Oh and thanks for liking Buttercup's powers, I found an episode where Canon Buttercup made electricity by rubbing her hands together quickly so I took it from that to make it her special power.**

** NightMaster000: Yes I will be using Nyx and Bell, thanks again for letting me use Nyx, and I hope that you'll like the way I bring them in later on.**

** Alright, Spidey is signing out... For now.**

_ A New Criminal is on the streets tearing through buildings as the girls try to stop him while Spider-Man's still injured._

_ Will they be able to win or will Spider-Man have to disobey Prof. Utonium to save the day?_

_ Meanwhile a killer is on the lose in the city leaving a familiar chilling message for Peter._

_ Will he survive or will this killer get to him before the criminal?_

_ Find out next time in._

_ A Rhino's Rampage._


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